We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Stockholder Approval Clause in Contracts

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Appears in 4 contracts

Samples: Amendment and Exchange Agreement (Earth Biofuels Inc), Amendment and Exchange Agreement (Earth Biofuels Inc), Amendment and Exchange Agreement (Earth Biofuels Inc)

Stockholder Approval. On or prior to ten (10a) calendar days after the Closing DateChartwell, the Company shall file acting through its Board of Directors, shall, in accordance with the SEC andapplicable law and Chartwell's Certificate of Incorporation and By-laws, (i) convene a meeting of its stockholders as soon as possible as permitted practicable after the date of this Agreement to consider and vote on the approval of this Agreement and the Merger (the "Chartwell Stockholders Meeting") and (ii) subject to the fiduciary duties of its Board of Directors to stockholders under applicable law, (A) solicit proxies from its stockholders to obtain the applicable rules approval of its stockholders with respect to this Agreement and regulations promulgated by (B) include in the SEC, provide each Stockholder Joint Proxy Statement the recommendation of the Company with an information statement complying with Board of Directors of Chartwell that the requirements stockholders of Chartwell vote in favor of the 1934 Act approval of this Agreement and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense Merger. (b) Trenwick, acting through its Board of the Company informing such Stockholders of the actions taken Directors, shall, in accordance with applicable law and Trenwick's Restated Certificate of Incorporation and By-laws, (i) convene a meeting of its stockholders as soon as practicable after the Resolutions (as defined below) date of this Agreement to consider and vote on the approval of the Stockholder Approval (as defined below). In addition to issuance of Trenwick Common Stock in the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company Merger (the "Stockholder Trenwick Stockholders Meeting"), which (ii) solicit proxies from its stockholders to obtain the approval of its stockholders with respect thereto and (iii) include in the Joint Proxy Statement the recommendation of the Board of Directors of Trenwick that the stockholders of Trenwick vote in favor of such issuance. (c) Chartwell and Trenwick shall be called coordinate and cooperate with respect to the timing of such meetings and shall endeavor to hold such meetings on the same day and as promptly soon as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Appears in 3 contracts

Samples: Merger Agreement (Chartwell Re Holdings Corp), Merger Agreement (Trenwick Group Inc), Merger Agreement (Chartwell Re Corp)

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder The conversion of the Company with an information statement complying with Acquiror Parent Preferred Stock and the requirements exercise of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions Warrant (as defined in Section 9.1(b)(ii) below) and require the vote of the Stockholder Approval (as defined below). In addition to the foregoingstockholders of Acquiror Parent under applicable Law, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of NASDAQ, and/or the Principal Market Organizational Documents of Acquiror Parent. As promptly as possible following the Execution Date, the Acquiror Parent shall prepare and as promptly as possible following the Initial Closing, file with the Commission a proxy statement (such affirmative approval being referred to herein as the "Stockholder Approval" “Proxy Statement”) and take all actions necessary under the Nevada Statute and the date such approval is obtainedlisting rules of NASDAQ to hold a special meeting of its stockholders (the “Special Meeting”) to authorize and approve the following matters: (a) an increase in the number of authorized shares of common stock, $.01 par value per share, of Acquiror Parent from fifty million (50,000,00) shares to five hundred million (500,000,000) shares and to increase the "Stockholder Approval Date")number of authorized shares of preferred stock, $.01 par value per share, of Acquiror Parent from five million (5,000,000) shares to fifty million (50,000,000) shares; (b) the issuance to the Contributor or its designee or designees of the Transaction Shares in exchange for the Contributed Entity Interests and the Additional Contributed Entity Interests, as provided herein, and the Company issuance of the Warrant and, upon exercise of the Warrant, the issuance of the underlying shares of Acquiror Parent Common Stock, in exchange for the Optional Entity Interests; (c) the amendment and restatement of the Articles of Incorporation of the Acquiror Parent to provide as set forth in Exhibit E hereof; (d) the amendment and restatement of the Bylaws of the Acquiror Parent to provide as set forth in Exhibit F hereof; (e) the election of a new Board of Directors to consist of seven (7) persons to serve until the next annual meeting of the Acquiror Parent’s stockholders or until their successors are elected and qualify, subject to their prior death, resignation or removal, of whom (i) three (3) shall use its reasonable best efforts to solicit its Stockholders' approval be designated by the Acquiror Parent, (ii) three (3) shall be designated by Contributor Parent; and (iii) one (1) (the “Nonaffiliated Director”) shall be selected by the other six (6) directors; provided, however, that at least four (4) of such Resolutions and to cause the members of the Board of Directors as so designated shall be independent directors as provided by the rules of NASDAQ (each an “Independent Director” and, collectively, the “Independent Directors”). Of the board designees of the Company to recommend to parties, one (1) of the Stockholders that they approve Acquiror Parent’s designees shall be an Independent Director, two (2) of the ResolutionsContributor Parent’s designees shall be Independent Directors and the Nonaffiliated Director shall be an Independent Director. The Company compensation committee, nominations and corporate governance committee and audit committee of the Acquiror Parent shall be obligated to seek to obtain each consist of the Stockholder Approval by Acquiror Parent’s designee who is an Independent Director, one of the Stockholder Meeting Deadline. If, despite Contributor Parent’s designees who is an Independent Director and the Company's reasonable best efforts, Nonaffiliated Director; and (f) the Stockholder Approval is not obtained at approval of the Stockholder Meeting, Payout Notes (as defined in Section 6.17) and the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedissuance of the Acquiror Parent Common Stock upon conversion of the Payout Notes.

Appears in 2 contracts

Samples: Interest Contribution Agreement (First Capital Real Estate Trust Inc), Interest Contribution Agreement (Photomedex Inc)

Stockholder Approval. On or prior to ten The Holder understands and acknowledges that (10a) calendar days after certain provisions and terms contained in the Closing DateCertificate of Designation of Preferences, Rights and Limitations of Series AAA Preferred Stock of Super League Enterprise, Inc. (the “Certificate of Designation”) regarding conversion price adjustments, (b) the availability of certain additional investment rights as set forth in Section 6 of the Subscription Agreements, and (c) the Concurrent Offering and issuance of the Exchange Shares and Sale Shares is conditioned upon, among other things, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated receipt by the SECCompany of (i) the Stockholder Approval, provide each Stockholder of (ii) the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions Series A Consent (as defined below) and of (iii) the Stockholder Approval Series AA Consent (as defined below). In addition to For purposes of this Agreement, (y) “Stockholder Approval” means the foregoing, if required receipt by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (approval, by vote or action by written consent, of a majority of the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense issued and outstanding voting securities of the Company, soliciting each such Stockholder's affirmative vote at voting on an as-converted basis, together as a single class with respect to (1) issuances of Common Stock in excess of the Stockholder Meeting for approval 19.99% or that could otherwise cause a “Change in Control” as required by the applicable Listing Rules of resolutions the Nasdaq Capital Market (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"“Listing Rules”), (y2) a reverse stock split adjustments to the conversion price of the Common Stock at a rate Series AAA Preferred pursuant to Section 7.1(a)(ii) and Section 7.1(a)(iii) of one the Certificate of Designation, and (13) share the potential sale and issuance of Common Stock for each two hundred and fifty (250) shares additional Series AAA Preferred pursuant to the exercise of Common Stock outstanding (additional investment rights set forth in Section 6 of the "Reverse Stock Split") Subscription Agreements; and (z) “Preferred Consents” means the receipt by the Company of the consent of the holders of a majority of each of the Series A Preferred (the “Series A Consent”) and the Series AA Preferred (“Series AA Consent”), each of the Series A Preferred and Series AA Preferred each voting as each series’ own class, to consent to the creation of a parity security, as well as the receipt by the Company of the consent of the holders of a majority of each series of Series AA Preferred, voting as separate classes, to the potential issuance of all securities below the conversion price floor of each respective subseries of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedSeries AA Preferred.

Appears in 2 contracts

Samples: Series a Exchange Agreement (Super League Enterprise, Inc.), Exchange Agreement (Super League Enterprise, Inc.)

Stockholder Approval. On The affirmative waiver or prior consent of (i) the holders of a majority of the Company’s outstanding Registrable Securities (as such term is defined in that certain Amended and Restated Registration Rights Agreement, dated as of August 15, 1999, by and among the Company, those individuals and entities set forth on the Schedule of Rights Holders attached thereto as Exhibit A and the holders of warrants to ten purchase the Company’s Series H Preferred Stock set forth on the Schedule of Warrantholders attached thereto as Exhibit B, and as further amended by that certain Notice, Waiver and Amendment of Registration Rights dated as of July 23, 2001) and (10ii) calendar days after the Closing Dateholders of a majority of the Company’s outstanding Registrable Securities (as such term is defined in that certain Investor Rights Agreement, dated as of October 31, 1997, by and among the Company shall file and those individuals and entities set forth on the Schedule of Investors attached thereto as Exhibit A and those option holders set forth on the Schedule of Option Holders attached thereto as Exhibit B, and as further amended by that certain Notice, Waiver and Amendment of Registration Rights dated as of July 23, 2001) approving the execution and delivery of the Registration Rights Agreement and waiving all piggy-back registration rights with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated respect to any registration statement filed by the SEC, provide each Stockholder Company pursuant to the Registration Rights Agreement (the “Company Registration Right Holder Consent”) is the only vote or consent of the holders of any class or series of capital stock or other equity interests of the Company with an information statement complying with required prior to the requirements First Closing. The affirmative vote or consent of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense holders of the Company informing such Stockholders a majority of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding present in person or represented by proxy at a meeting of the Company’s stockholders and entitled to vote, excluding Shares issued to Purchaser pursuant to this Agreement, pursuant to Rule 4350(i)(6) promulgated by the National Association of Securities Dealers, Inc. (the "Reverse Stock Split"“Company Stockholder Approval”) and (z) is the issuance of all only vote or consent of the Securities as described in holders of any class or series of capital stock or other equity interests of the Company necessary to approve this Agreement, the other Transaction Documents in accordance with applicable law and the rules and regulations consummation of the Principal Market (such affirmative approval being referred transactions contemplated hereby and thereby prior to herein as the "Stockholder Approval" and Second Closing. Except for the date such approval is obtained, the "Stockholder Approval Date"), Company Registration Right Holder Consent and the Company shall use its reasonable best efforts to solicit its Stockholders' approval Stockholder Approval, no vote or consent of such Resolutions and to cause the Board holders of Directors any class or series of capital stock or other equity interests of the Company is necessary to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsthis Agreement, the Stockholder Approval is not obtained at other Transaction Documents and the Stockholder Meeting, consummation of the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedtransactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Amgen Inc), Stock Purchase Agreement (Tularik Inc)

Stockholder Approval. On or prior to ten (10) calendar days after the Closing DateIn addition, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder hold a special meeting of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP stockholders (which may also be at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of stockholders) at the Company (the "Stockholder Meeting"), which shall be called as promptly as earliest practicable date after the date hereof, but in no event later than seventy-three sixty (7360) calendar days after the Closing Date (for the "purpose of obtaining Stockholder Meeting Deadline")Approval, a proxy statement, in a form reasonably acceptable to with the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense recommendation of the Company’s Board of Directors that such proposal be approved, soliciting each such Stockholder's affirmative vote at and the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase Company shall solicit proxies from its stockholders in connection therewith in the authorized Common Stock from 400,000,000 shares same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. Within ten (10) Business Days following the Closing Date, the Company shall file with the Commission a preliminary proxy statement to 1,000,000,000 shares (request for the "Capital Increase"), (y) a reverse stock split purpose of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "obtaining Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' obtain such Stockholder Approval. In the event Stockholder Approval (or board approval of such Resolutions and in lieu thereof following six months after the Closing Date) does not occur, the Company will be required to cause hold additional meetings at least one time every sixty (60) days until the Board of Directors earlier of the date Stockholder Approval is obtained or the Warrants are no longer outstanding, with printed and mailed proxy statements sent to shareholders for such meetings. Notwithstanding the foregoing, the Company to recommend to may, in lieu of holding a special meeting of stockholders as aforesaid, obtain the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain written consent of a majority of its stockholders covering the Stockholder Approval by so long as prior to sixty (60) days after the Closing Date, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Stockholder Meeting Deadline. If, despite Approval shall have been filed with the SEC and delivered to stockholders of the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Appears in 2 contracts

Samples: Securities Purchase Agreement (SOBR Safe, Inc.), Securities Purchase Agreement (Digital Ally, Inc.)

Stockholder Approval. On or prior to ten five (105) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Appears in 2 contracts

Samples: Amendment and Exchange Agreement (PNG Ventures Inc), Amendment and Exchange Agreement (Earth Biofuels Inc)

Stockholder Approval. From and after the date hereof, until the earlier of the (x) effectiveness of the Stockholder Approval and the (y) termination of this Agreement pursuant to and in compliance with the terms hereof (such earlier time, the “Expiration Time”), each Founder shall: (a) if the Stockholder Written Consent is executed and delivered, then thereafter refrain from revoking or seeking to revoke the Stockholder Written Consent; (b) reject any other transaction, proposal, agreement or action which is made in opposition to the Stockholder Proposal or in competition or inconsistent with the Stockholder Proposal; (c) reject any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the transactions contemplated under the Stock Purchase Agreement or the other Transaction Documents, or the performance by such Founder of its obligations under this Agreement; and (d) reject any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Share Purchase Agreement, or of such Founder contained in this Agreement or otherwise reasonably requested by the Investor in order to consummate the transactions contemplated under the Share Purchase Agreement; and (e) use reasonable best efforts to procure the effectiveness of the Stockholder Approval within 180 days following the Closing Date. On or prior to ten (10) calendar days after the Closing Date, the Company Founders shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition pledge to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) Investor 4,180,545 shares of Common Stock outstanding of Founder Shares (“Founder Pledged Common Stock”) pursuant to the "Reverse Stock Split") Pledge Agreement and execute all such applications and other instruments as may be reasonably required by the Investor in connection with securing the Founder Pledged Common Stock or perfecting any Lien (z) the issuance of all of the Securities as described defined in the Transaction Documents in accordance with applicable law and Stock Pledge Agreement) (including any UCC filings). In the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders event that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained effective on or prior to the first anniversary of Closing Date, the Founders shall, upon request of the Investor, either (i) grant all necessary proxies and/or written consents to authorize the Investor to vote the same number of Founder Shares as the Preferred Stock issued to the Investor on all matters submitted to a vote at any meeting of the stockholders, adjournment, postponement or continuation thereof, during the period commencing from the first anniversary following Closing Date until the conversion of the Preferred Stock (“Interim Period”), or (ii) pursuant to the terms of the Stock Pledge Agreement, (A) transfer, register or otherwise put into the Investor’s name or the name of the nominee or nominees of the Investor the Founder Pledged Common Stock, and such Founder shall take any steps deemed necessary or helpful by the Investor to cause such transfer or registration, and (B) grant all necessary proxies and/or written consents to authorize the Investor to vote an additional 590,703 shares of Common Stock held by the Founder as of such time (other than the Founder Pledged Common Stock), on all matters submitted to a vote at any meeting of the stockholders, adjournment, postponement or continuation thereof. Upon the effectiveness of the Stockholder MeetingApproval, all of Founders’ obligations under this Section 2.1 and under the Stock Pledge Agreement will terminate and the Liens and security interests granted under the Stock Pledge Agreement, the Company Founder Pledged Common Stock and any other property then held as part of the Pledged Stock in accordance with the provisions of the Stock Pledge Agreement shall cause an additional Stockholder Meeting be returned to be held each calendar quarter thereafter until Stockholder Approval is obtainedthe Founders.

Appears in 2 contracts

Samples: Shareholder Agreement (Weichai America Corp.), Shareholders Agreement (Power Solutions International, Inc.)

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the sixtieth (60th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three ninety (7390) calendar days after the Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the ninetieth (90th) calendar day after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (such without regard to any limitations on conversion or exercise set forth in the Preferred Shares or Warrants, respectively)(such affirmative approval being referred to herein as the "Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to the one hundred and sixtieth (160th) calendar quarter day after the Closing Date. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. Notwithstanding the foregoing, if such Stockholder Meeting Deadline falls on a day that is not a Trading Day, then the Stockholder Meeting Deadline shall be the next succeeding Trading Day.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Cero Therapeutics Holdings, Inc.), Securities Purchase Agreement (Phoenix Biotech Acquisition Corp.)

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the seventy-fifth (75th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than August 15, 2023 (the “Stockholder Meeting Deadline"), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Preferred Shares or Warrants, respectively) (such affirmative approval being referred to herein as the "Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to November 1, 2023. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Crown Electrokinetics Corp.), Securities Purchase Agreement (Crown Electrokinetics Corp.)

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the 21.1 The Company shall provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "Stockholder Meeting"), which shall be called held as promptly soon as practicable after reasonably possible following the date hereofmailing of the proxy statement to the stockholders of the Company in respect thereof (the “Proxy Statement”), but in no event not later than seventy-three (73) calendar business days after prior to April 29, 2016, unless such date is extended in the Closing Date (sole discretion of the "Company or the Investors pursuant to Section 4.1(b), in which case the Stockholder Meeting Deadline"shall be held not later than three business days prior to May 31, 2016 (three business days prior to April 29, 2016 or May 31, 2016, as applicable, being referred to herein as the “Stockholder Meeting Outside Date”), a proxy statementcopy of the Proxy Statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions a proposal providing for issuance of the Subsequent Closing Shares and Subsequent Closing Warrants and such other matters relating thereto as the Investors may reasonably request, in each case in compliance with the rules and regulations of the Nasdaq Stock Market LLC, the Articles of Incorporation of the Company, the Bylaws of the Company and applicable law (collectively, the “Stockholder Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”). As reasonably promptly as practicable after execution of this Agreement, but in no event later than January 25, 2016, the Company shall, in consultation with the Investors, prepare and file with the Securities Exchange Commission (the "Resolutions") providing “Commission”), the preliminary Proxy Statement and related proxy materials in compliance with Section 14 of the Exchange Act. As reasonably promptly as practicable after comments, if any, are received from the Commission thereon and after the furnishing by the Company and the Investors of all information required to be contained therein, the Company shall, in consultation with the Investors, prepare and the Company shall file any required amendments to the Proxy Statement with the Commission. The Company shall notify the Investors reasonably promptly of the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for amendments or supplements to the Proxy Statement or for additional information and shall consult with the Investors regarding, and supply the Investors with copies of, all correspondence between the Company or any of its representatives, on the one hand, and the Commission or its staff, on the other hand, with respect to the Proxy Statement. Prior to filing or mailing the initial Proxy Statement or any proposed amendment of or supplement to the Proxy Statement, the Company shall provide the Investors a reasonable opportunity to review and comment on such document and shall incorporate therein any reasonable comments of the Investors thereto. The Company shall use its best efforts to have the Proxy Statement cleared by the Commission and shall thereafter mail to the stockholders of the Company as reasonably promptly as possible the Proxy Statement and all other proxy materials for the Stockholder Meeting. 21.2 The Company hereby covenants and agrees that (xa) the increase Proxy Statement will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and (b) none of the information included or incorporated by reference in the authorized Common Stock from 400,000,000 shares Proxy Statement will, at the date it is first mailed to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split stockholders of the Common Stock Company or at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all time of the Securities as described Stockholder Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Transaction Documents statements therein, in light of the circumstances under which they are made, not misleading. 21.3 The Company shall take, in accordance with applicable law and its Articles of Incorporation and Bylaws, all action necessary to convene the rules Stockholder Meeting as promptly as reasonably practicable but no later than April 1, 2016 and regulations to submit at the Stockholder Meeting for approval by the requisite vote of the Principal Market (such affirmative approval being referred stockholders of the Company the matters subject to herein as the "Stockholder Approval" . In connection with the Stockholder Meeting and the date such approval is obtainedany adjournment or postponement thereof, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause (i) the Board of Directors shall recommend that its stockholders vote in favor of all matters submitted thereto as such meeting and (ii) neither the Company Board of Directors nor any committee thereof shall withdraw or modify, or propose or resolve to recommend withdraw or modify in a manner adverse to the Stockholders that they approve the ResolutionsInvestors, such recommendation. The Company shall be obligated take all lawful action to seek to obtain solicit from the stockholders of the Company proxies in favor of the Stockholder Approval and take all other action reasonably necessary or advisable to secure the vote or consent of the stockholders that are required by the rules of Nasdaq Stock Market LLC and applicable law, including, if necessary or appropriate or if requested by the Investors, adjourning the Stockholder Meeting Deadlineto solicit additional proxies. IfFor the avoidance of doubt, despite if requested by the Company's reasonable best effortsInvestors and subject to compliance with applicable law, the Stockholder Approval is not obtained at Company shall adjourn or postpone the Stockholder Meeting, but no later than three business days prior to Stockholder Meeting Outside Date, if necessary to solicit additional proxies to allow for the Company shall cause an additional matters subject to the Stockholder Meeting to be held each calendar quarter thereafter until duly adopted and approved by the stockholders of the Company. The Company will enforce any and all voting agreements entered into by the Other Investors in respect of the matters subject to the Stockholder Approval is obtainedMeeting.

Appears in 2 contracts

Samples: Subscription Agreement (Sarissa Capital Management LP), Subscription Agreement (Apricus Biosciences, Inc.)

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder hold a special meeting of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP stockholders (which may also be at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of stockholders) at the Company (the "Stockholder Meeting"), which shall be called as promptly as earliest practicable date after the date hereof, but in no event later than seventy-three sixty (7360) calendar days after the Closing Date (for the "purpose of obtaining Stockholder Meeting Deadline")Approval, a proxy statement, in a form reasonably acceptable to with the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense recommendation of the Company’s Board of Directors that such proposal be approved, soliciting each such Stockholder's affirmative vote at and the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase Company shall solicit proxies from its stockholders in connection therewith in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. Within twenty (20) Business Days following the "Capital Increase")Closing Date, (y) the Company shall file with the Commission a reverse stock split preliminary proxy statement for the purpose of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "obtaining Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' obtain such Stockholder Approval. In the event Stockholder Approval (or board approval of such Resolutions and in lieu thereof following six (6) months after the Closing Date) does not occur, the Company will be required to cause hold additional meetings at least once every sixty (60) days until the Board of Directors earlier of the date Stockholder Approval is obtained or the Warrants are no longer outstanding, with printed and mailed proxy statements sent to stockholders for such meetings. Notwithstanding the foregoing, the Company to recommend to may, in lieu of holding a special meeting of stockholders as aforesaid, obtain the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain written consent of a majority of its stockholders covering the Stockholder Approval by so long as prior to sixty (60) days after the Closing Date, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Stockholder Meeting Deadline. If, despite Approval shall have been filed with the Commission and delivered to stockholders of the Company's reasonable best efforts, . “Stockholder Approval” shall mean those actions set forth in the definition of “Stockholder Approval is not obtained at Approval” in the Stockholder Meeting, Series A Warrants and the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedSeries B Warrants.

Appears in 2 contracts

Samples: Underwriting Agreement (Sacks Parente Golf, Inc.), Underwriting Agreement (Sacks Parente Golf, Inc.)

Stockholder Approval. On or prior (a) The parties acknowledge that, pursuant to ten Rule 312.03 of NYSE, approval (10"Stockholder Approval") calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with NRC stockholders ("Stockholders") is required for the requirements sale of the 1934 Act and substantially in the form that has been previously reviewed and approved Purchase Shares by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition NRC to the foregoing, if required by any governmental or regulatory agency, Investor and agree that the Company shall provide each Stockholder entitled obtaining of such approval is a precondition to vote at Closing hereunder. NRC agrees to use its best efforts to take all actions necessary to hold a special or annual meeting of Stockholders of the Company (the "Stockholder Special Meeting")) on or about November 20, 1996, or the earliest possible date thereafter which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a provides sufficient time between proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law mailing and the rules and regulations of the Principal Market meeting date (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Meeting Date"), and the Company shall to use its reasonable best efforts to solicit its Stockholders' obtain Stockholder Approval at such meeting or any adjournment thereof. Such actions shall include, without limitation, soliciting proxies for approval of the sale hereunder and, in connection therewith, recommending that Stockholders vote in favor of the proposal seeking such Resolutions and to cause the approval. The Board of Directors of NRC has heretofore unanimously approved the Company transactions contemplated under this Agreement, and has unanimously resolved to recommend approval of the sale by NRC's Stockholders (in each case, with Investor's designees on the Board not participating in such action). NRC agrees to set the record date for the Special Meeting for October 25, 1996. The parties acknowledge and understand that NRC must submit a preliminary proxy statement to the Stockholders that they approve SEC for review, which NRC intends to do within five (5) business days after the Resolutionsdate of this Agreement. The Company In the event the transaction with Investor is rejected by the Stockholders, this Agreement shall be obligated deemed terminated. (b) During the period from the date hereof and continuing until the earlier of the Closing Date or the date of termination of this Agreement pursuant to seek Section 11 below, NRC shall not (i) offer, sell, contract to obtain sell or otherwise issue or dispose of any NRC Shares or any other securities of NRC, (except that NRC may issue up to 1,000,000 NRC Shares pursuant to an offering under Regulation S at a price no less than $5.00 per NRC Share) nor any other securities that are convertible into or exchangeable for or that represent the Stockholder Approval by right to receive NRC Shares or any other securities of NRC (other than pursuant to existing warrants, options and other convertible securities as set forth in the Stockholder Meeting Deadline. IfForm 10-K), despite the Company's reasonable best effortsor (ii) announce or effect any stock split, the Stockholder Approval is not obtained at the Stockholder Meetingstock dividend, the Company shall cause an additional Stockholder Meeting stock combination, reverse stock split, stock reclassification or reorganization with respect to be held each calendar quarter thereafter until Stockholder Approval is obtainedNRC Shares or any other security of NRC.

Appears in 2 contracts

Samples: Stock Purchase and Sale Agreement (Mil Investments S A), Stock Purchase and Sale Agreement (Nord Resources Corp)

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder hold a special meeting of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP stockholders (which may also be at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of stockholders) at the Company (the "Stockholder Meeting"), which shall be called as promptly as earliest practicable date after the date hereof, but in no event later than seventy-three five (7375) calendar days after the Closing Date (for the "purpose of obtaining Stockholder Meeting Deadline")Approval, a proxy statement, in a form reasonably acceptable to with the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense recommendation of the Company’s Board of Directors that such proposal be approved, soliciting each such Stockholder's affirmative vote at and the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase Company shall solicit proxies from its stockholders in connection therewith in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. Within twenty (20) Business Days following the "Capital Increase")Closing Date, (y) the Company shall file with the Commission a reverse stock split preliminary proxy statement for the purpose of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "obtaining Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' obtain such Stockholder Approval. In the event Stockholder Approval (or board approval of such Resolutions and in lieu thereof following six (6) months after the Closing Date) does not occur, the Company will be required to cause hold additional meetings at least once every sixty (60) days until the Board of Directors earlier of the date Stockholder Approval is obtained or the Warrants are no longer outstanding, with printed and mailed proxy statements sent to stockholders for such meetings. Notwithstanding the foregoing, the Company to recommend to may, in lieu of holding a special meeting of stockholders as aforesaid, obtain the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain written consent of a majority of its stockholders covering the Stockholder Approval by so long as prior to seventy-five (75) days after the Closing Date, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Stockholder Meeting Deadline. If, despite Approval shall have been filed with the Commission and delivered to stockholders of the Company's reasonable best efforts, . “Stockholder Approval” shall mean those actions set forth in the definition of “Stockholder Approval is not obtained at Approval” in the Stockholder Meeting, Series A Warrants and the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedSeries B Warrants.

Appears in 2 contracts

Samples: Underwriting Agreement (Expion360 Inc.), Underwriting Agreement (Expion360 Inc.)

Stockholder Approval. On or prior to ten By no later than sixty (1060) calendar days after the Closing Date, the Company shall file with the SEC anda definitive proxy statement, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that which has been previously reviewed and approved by the Investors Buyers and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoingLLP, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, for a special meeting of holders of Common Stock (the “Stockholder Meeting”), soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for (x) the increase in issuance of all the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (issuable pursuant to the "Reverse Stock Split") and (z) the issuance of all terms of the Securities Notes and upon exercise of the Warrants without any limitation and without any floor to the Conversion Price (as described defined in the Transaction Documents Notes) or the Exercise Price (as defined in accordance the Warrants) in compliance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" ”), (y) the “Stockholder Approval” as defined in the Securities Purchase Agreement, dated as of January 21, 2021, between the Company and the date such approval is obtainedbuyers named therein (the “January Stockholder Approval”) and (z) the “Stockholder Approval” as defined in the Securities Purchase Agreement, dated as of February 18, 2021, between the "Company and the buyers named therein (the “February Stockholder Approval Date"Approval”), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions and to cause resolutions, including, without limitation, by causing (x) the Company’s Board of Directors to unanimously recommend to the stockholders of the Company to recommend to the Stockholders that they approve such resolutions, (y) its officers and directors who hold shares of Common Stock to be present at the ResolutionsStockholder Meeting for quorum purposes and (z) such officers and directors to vote their respective shares of Common Stock in accordance with the Company’s Board of Directors recommendation. The Stockholder Meeting shall be promptly called and held not later than one hundred twenty (120) calendar days after the Closing Date (the “Stockholder Meeting Deadline”). The Company shall be obligated to seek use its best efforts to obtain approval of each of the Stockholder Approval Resolutions by the Stockholder Meeting Deadline. If, despite In the Company's reasonable best efforts, event the Principal Market has not approved the transactions contemplated by the Transaction Documents and Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Holder (as defined in the Warrants) may deliver a written notice (an “Alternate Exercise Notice”) to the Company at any time during the period beginning on the Stockholder Meeting Deadline and ending on the Expiration Date (as defined in the Warrant) indicating that in lieu of issuing and delivering Warrant Shares to such holder, the Company shall cause promptly, but in any event within one (1) Business Day of such holder’s delivery of such notice to the Company, pay an additional Stockholder Meeting aggregate cash amount to such holder by wire transfer of immediately available funds pursuant to such holder’s wiring instructions equal to $40,000,000 to such holder in exchange for the cancellation of the Warrant. Notwithstanding anything in the Transaction Documents to the contrary, this payment shall not be held each calendar quarter thereafter until Stockholder Approval is obtaineddeemed a prepayment or trigger any other payment. In the event that the Holder (as defined in the Warrants) shall sell or otherwise transfer any portion of the Warrant, the transferee shall be allocated a pro rata portion of such cash payment with respect to such portion of the Warrant transferred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vinco Ventures, Inc.)

Stockholder Approval. On The Company shall include a proposal in a preliminary proxy statement on Schedule 14A seeking stockholder approval filed no later than November 7, 2024, with a definitive proxy including such proposal distributed as soon as practicable thereafter, to allow the Company to settle the exercise of any Amended Warrants and any Warrants (as defined in the August 2024 Purchase Agreement) issued or prior issuable pursuant to ten the terms of the August 2024 Purchase Agreement and the conversions of any Notes (10as defined in the Indenture), including any New Notes and any New Notes (as defined in the August 2024 Purchase Agreement) calendar days after issued or issuable pursuant to the Closing Dateterms of this Agreement or the August 2024 Purchase Agreement in accordance with the Indenture without giving effect to the provisions of Section 5.07 of the Indenture and issue shares pursuant to the Indenture, the Warrants and the Amended Warrants in each case on account of the above referenced securities (the “Stockholder Approval”). The Company shall use commercially reasonable efforts to secure Stockholder Approval, including by including the recommendation of the Company’s Board of Directors that such proposal is approved and the solicitation by the Company of proxies from its stockholders in connection therewith in the same manner as it does for management proposals in other Company proxy statements, and the voting of proxies of all management appointed proxyholders in favor of such proposal. If the Company does not obtain the Stockholder Approval at such meeting, the Company shall file with call a special meeting of stockholders each ninety (90) days thereafter at least two times, and thereafter at each subsequent annual meeting seek Stockholder Approval until the SEC and, as soon as possible as permitted earlier of the date on which (i) Stockholder Approval is obtained or (ii) the securities referenced above are no longer outstanding and not subject to issuance under the applicable rules terms of this Agreement and regulations promulgated by the SEC, provide each Stockholder August 2024 Purchase Agreement. Shares of Common Stock issued upon conversion or exercise of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of securities referenced above prior to the Company informing such Stockholders of the actions taken obtaining Stockholder Approval shall not be entitled to vote in accordance with the Resolutions (as defined below) and favor of the Stockholder Approval (except as defined below). In addition to the foregoing, if required permitted by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedNasdaq.

Appears in 1 contract

Samples: Convertible Notes Exchange Agreement (Biora Therapeutics, Inc.)

Stockholder Approval. On The Company shall include a proposal in a preliminary proxy statement on Schedule 14A seeking stockholder approval filed no later than November 7, 2024, with a definitive proxy including such proposal distributed as soon as practicable thereafter, to allow the Company to settle the exercise of any Amended Warrants (as defined in the August 2024 Exchange Agreement) and any Warrants issued or prior issuable pursuant to ten the terms of this Agreement and the conversions of any Notes (10as defined in the Indenture), including any New Notes and any New Notes (as defined in the August 2024 Exchange Agreement) calendar days after issued or issuable pursuant to the Closing Dateterms of this Agreement or the August 2024 Exchange Agreement in accordance with the Indenture without giving effect to the provisions of Section 5.07 of the Indenture and issue shares pursuant to the Indenture, the Warrants and the Amended Warrants in each case on account of the above referenced securities (the “Stockholder Approval”). The Company shall use commercially reasonable efforts to secure Stockholder Approval, including by including the recommendation of the Company’s Board of Directors that such proposal is approved and the solicitation by the Company of proxies from its stockholders in connection therewith in the same manner as it does for management proposals in other Company proxy statements, and the voting of proxies of all management appointed proxyholders in favor of such proposal. If the Company does not obtain the Stockholder Approval at such meeting, the Company shall file with call a special meeting of stockholders each ninety (90) days thereafter at least two times, and thereafter at each subsequent annual meeting seek Stockholder Approval until the SEC and, as soon as possible as permitted earlier of the date on which (i) Stockholder Approval is obtained or (ii) the securities referenced above are no longer outstanding and not subject to issuance under the applicable rules terms of this Agreement and regulations promulgated by the SEC, provide each Stockholder August 2024 Exchange Agreement. Shares of Common Stock issued upon conversion or exercise of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of securities referenced above prior to the Company informing such Stockholders of the actions taken obtaining Stockholder Approval shall not be entitled to vote in accordance with the Resolutions (as defined below) and favor of the Stockholder Approval (except as defined below). In addition to the foregoing, if required permitted by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedNasdaq.

Appears in 1 contract

Samples: Convertible Notes Purchase Agreement (Biora Therapeutics, Inc.)

Stockholder Approval. On or prior to ten The Company shall either (10i) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the earlier to occur of (x) the Company’s next general stockholder meeting and (y) the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (ii) provide each stockholder entitled to vote at an annual or special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than July 31, 2022 (the “Stockholder Meeting Deadline"), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kxxxxx Xxxx & Zxxxx LLP Wxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for the approval of (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") from 150 million to 250 million and (zy) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion set forth in the Notes) (such affirmative approval being referred to herein as the "Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to September 30, 2022. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held quarterly thereafter until such Stockholder Approval is obtained.

Appears in 1 contract

Samples: Securities Purchase Agreement (PAVmed Inc.)

Stockholder Approval. On or prior to ten (10a) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after After the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date")this Agreement Enterprises shall, and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of Enterprises to, take all actions required of a corporation that desires to merge in accordance with Section 251 of the Company DGCL. Without limitation, Enterprises shall deliver to recommend the Stockholders, on or before the fifth (5th) Business Day after the date of this Agreement, (i) the Enterprises Board Recommendation, (ii) a designation of the Merger as an “Approved Sale” under the Stockholder Agreement and a notice of the Stockholders obligations under the Stockholder Agreement, (iii) a confidential written information statement relating to the Merger, (iv) a request of the Stockholder Approval from the Stockholders by the execution and delivery to Enterprises of a written consent of the Stockholders owning all of the issued and outstanding Shares as of the date hereof adopting and approving this Agreement and the transactions contemplated herein (including, without limitation, the Merger) (such written consent being the “Written Consent”) and (v) such additional information as is required by Law to be provided to the Stockholders that they approve (collectively, the Resolutions. The Company “Stockholder Approval Packet”). (b) In addition to and not in limitation of the foregoing, Enterprises shall be obligated to seek use its best efforts to obtain the Stockholder Approval by the Stockholder Meeting Deadline. Ifexecution and delivery to Enterprises of the Written Consent by all Stockholders, despite including the Company's reasonable best effortsStockholders that are party to the Voting Agreements, on or before the fifth (5th) Business Day following the delivery of the Stockholder Approval is not obtained at Packet. Promptly following receipt of effective counterparts to the Written Consent sufficient to constitute the Stockholder MeetingApproval, Enterprises shall deliver a copy of such Written Consent to Buyer. (c) Not less than ten (10) days after receipt of the Company Stockholder Approval, Enterprises shall cause an additional prepare and mail (i) to the each Stockholder Meeting that executed a counterpart to the Written Consent, a notice of the Stockholder Approval (including a copy of the Written Consent), a Transmittal Letter and instructions related thereto and (ii) to each Stockholder that did not execute a counterpart to the Written Consent, a notice that shall include (A) notice of the Stockholder Approval, including a copy of the executed Written Consent, in accordance with Section 228(e) of the DGCL and the Organizational Documents of Enterprises, (B) notice of such Stockholders’ appraisal rights in accordance with Section 262 of the DGCL and (C) all other information required by applicable Law, including Section 262 of the DGCL. (d) If, at any time prior to the Effective Time, Enterprises discovers that any information provided to any Stockholder pursuant to this Section 6.19 included any untrue statement of a material fact or omitted to state a material fact required to be held each calendar quarter thereafter until stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, then Enterprises shall promptly notify Buyer, and to the extent required or advisable under applicable Law, Enterprises shall promptly disseminate an appropriate amendment or supplement describing such information to the Stockholders. Notwithstanding the foregoing, prior to the delivery any of the documents or materials contemplated by this Section 6.19 (or of any amendment or supplement thereto), Enterprises shall (i) provide Buyer with a reasonable opportunity to review and comment on such documents and (ii) include in such documents all reasonable comments that Buyer proposes. Notwithstanding anything to the contrary in this Agreement, no amendment or supplement to the Stockholder Approval is obtainedPacket (or any component document thereof) shall be made without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed). (e) The Board of Directors of Enterprises shall not withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to Buyer the Enterprises Board Recommendation or take any action or make any statement inconsistent with such recommendation, including a recommendation by the Enterprises’ Board of Directors of an Acquisition Proposal; provided, however, that the Board of Directors of Enterprises shall not be required to make Enterprises Board Recommendation, and shall be permitted to withdraw, modify or change such recommendation, to the extent the exercise of the fiduciary duties of the Board of Directors of Enterprises to the holders of the Shares under applicable Law so requires.

Appears in 1 contract

Samples: Merger Agreement (Douglas Dynamics, Inc)

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Initial Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Initial Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than April 1, 2024 (the “Stockholder Meeting Deadline"), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kxxxxx Xxxx & Zxxxx LLP Wxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively, assuming all Additional Notes have been issued hereunder and all adjustments with respect to such issuances shall have been made to the Warrants, as applicable) (such affirmative approval being referred to herein as the "Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to June 30, 2024. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held every three months thereafter until such Stockholder Approval is obtained. To the extent the Company obtains the Stockholder Approval through the written consent of the Company’s stockholders, solely for purposes of issuance of the First Additional Mandatory Closing Notice, Stockholder Approval shall be deemed to have been received upon the mailing of the definitive information statement to the stockholders pursuant to Regulation 14C of the 1934 Act with the SEC.

Appears in 1 contract

Samples: Securities Purchase Agreement (TruGolf Holdings, Inc.)

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Initial Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three ninety (7390) calendar days after the Initial Closing Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the one hundred and twentieth (120th) calendar day after the Initial Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000.00. The proxy statement, if any, shall, among other things, solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively) (such affirmative approval being referred to herein as the "Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to the one hundred and eightieth (180th) calendar quarter day after the Initial Closing Date. If, despite the Company’s reasonable best efforts, the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained, provided, that, if applicable, the Company’s obligation to hold additional Stockholder Meetings to obtain the Stockholder Approval shall terminate on the later of (x) Additional Closing Expiration Date, and (y) the date no Notes or Warrants remain outstanding.

Appears in 1 contract

Samples: Securities Purchase Agreement (Arcimoto Inc)

Stockholder Approval. On or prior to ten (10a) calendar days after Within three (3) hours following the Closing Dateexecution and delivery of this Agreement, the Company shall file with deliver to Parent an executed copy of the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder consent of (i) Company Stockholders who own at least a majority in voting power of the Company with an information statement complying with the requirements Capital Stock and (ii) holders of Preferred Stock who own seventy percent (70%) in voting power of the 1934 Act and substantially Preferred Stock, which collectively is sufficient to constitute Transaction Approval in the form that has been previously reviewed attached hereto as Exhibit H, (the “Stockholders Consent” and approved as delivered pursuant to this Section 5.17, the “Signing Date Stockholders Consent”). (b) Immediately upon receipt by the Investors Company of the duly signed Signing Date Stockholders Consent, the Company shall deliver a copy thereof to Parent, certified as such. If within three (3) hours following the execution and Sxxxxxx Rxxx & Zxxxx LLP delivery of this Agreement, the Company shall fail to deliver to Parent such copy of the Signing Date Stockholders Consent (for the avoidance of doubt, as executed by Company Stockholders who own at the expense least a majority in voting power of the Company informing such Stockholders Capital Stock and holders of Company Preferred Stock who own seventy percent (70%) in voting power of the actions taken in accordance with the Resolutions (as defined belowCompany Preferred Stock) and so certified, then at any time prior to such delivery to Parent of the Stockholder Approval (as defined below). In addition Signing Date Stockholders Consent so certified, this Agreement may be terminated and the Merger contemplated hereby may be abandoned prior to the foregoing, if required Closing by Parent (on behalf of itself and Merger Sub) by written notice to the Company and the Holder Representative. (c) As soon as reasonably practicable (and in any governmental or regulatory agencyevent within seven (7) Business Days) after receiving the Signing Date Stockholders Consent from the Company Stockholders pursuant to clause (b) above, the Company shall provide each Stockholder notice thereof to those Company Stockholders entitled to vote at a special or annual meeting of Stockholders receive notice thereof pursuant to Section 228 and Section 262(d)(2) of the Company DGCL in the form attached hereto as Exhibit I, including, the form of Consent, Waiver and Agreement attached thereto as an exhibit (the "Stockholder Meeting"“Consent and Waiver”), which . Such notice shall seek to obtain signatures to such Consent and Waiver from all Company Stockholders who have not executed such Signing Date Stockholders Consent. The Company agrees to execute and deliver such further documents and instruments and to do such other acts and things as may be required to complete all requisite corporate action in connection with this transactions contemplated by this Agreement. (d) The Company shall provide Parent with a copy of all materials to be distributed to the Company Stockholders describing the transactions contemplated hereby not later than forty-eight (48) hours prior to distribution. All materials distributed to the Company Stockholders with respect to this Agreement or with respect to any description of appraisal rights available to the Company Stockholders shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form and substance reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred Parent and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents shall be in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedLaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (AVG Technologies N.V.)

Stockholder Approval. On or prior to ten (10) calendar days after If at any time following the Closing Date (the “Stockholder Approval Triggering Date”), the sum of (i) the number of Conversion Shares, previously issued by the Company, plus (ii) the remaining number of Conversion Shares into which the outstanding Shares are then convertible (without regard to any limitations on conversion) is greater than fifty percent (50%) of the Exchange Cap (as defined herein), then upon the request of the holders of at least a majority of the Shares then outstanding, the Company shall file solicit approval by the Company’s stockholders of the Company’s issuance of all of the Conversion Shares as set forth in this Agreement, and the Shares in accordance with the SEC andrules and regulations applicable to companies with securities listed on the Principal Market (such approval being referred to herein as “Stockholder Approval”), with the recommendation of the Board of Directors that such proposal be approved. The Company shall hold a meeting of its stockholders as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventysixty-three five (7365) calendar days after the Closing Stockholder Approval Triggering Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall draft a notice of meeting and information circular at least ten (10) days prior to the required deadline for distribution to the intermediaries of beneficial stockholders (the “Information Circular Deadline”) and each Purchaser, as well as one counsel selected by the holders of a majority of the Shares then outstanding, shall be obligated entitled to seek review, at least seven (7) days prior to obtain distribution to the Stockholder Approval stockholders, such information circular, which shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company fails to distribute the information circular referred to above by the Information Circular Deadline or fails to hold a meeting of its stockholders by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsthen, the Stockholder Approval is as partial relief (which remedy shall not obtained be exclusive of any other remedies available at the Stockholder Meetinglaw or in equity), the Company shall cause pay to each holder of Shares an additional amount in cash equal to the product of (i) the original purchase price of the Shares held by such holder, multiplied by (ii).02 multiplied by (iii) the quotient of (x) the sum of (A) the number of days after the Information Circular Filing Due Date and prior to the date that the information circular referred to above is filed with the SEC and (B) the number of days after the Stockholder Meeting Deadline and prior to be held the date that a meeting of the Company’s stockholders is held, divided by (y) 30. The Company shall make the payments referred to in the immediately preceding sentence within five (5) days of the earlier of (I) the filing of the information circular or the holding of the meeting of the Company’s stockholders, the failure of which resulted in the requirement to make such payments, and (II) the last day of each calendar quarter thereafter 30-day period beginning on the Information Circular Filing Due date or the Stockholder Meeting Deadline, as the case may be. In the event the Company fails to make such payments in a timely manner, such payments shall bear interest at the rate of 2.0% per month (pro rated for partial months) until Stockholder Approval is obtainedpaid in full.

Appears in 1 contract

Samples: Securities Purchase Agreement (Jed Oil Inc.)

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the 45th calendar day after the Closing Date, an information statement with respect thereto (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than May 11, 2019 (the “Stockholder Meeting Deadline"), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities and the shares of Common Stock issuable upon conversion (or otherwise pursuant to the terms of) the Existing Notes (as described defined in the Transaction Documents Notes), in accordance each case, in compliance with applicable law and the rules and regulations of the Principal Market (such without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively)(such affirmative approval being referred to herein as the "Stockholder Approval" ,” and the date such approval Stockholder Approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to August 15, 2019. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Appears in 1 contract

Samples: Securities Purchase Agreement (ShiftPixy, Inc.)

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at hold a special or annual meeting of Stockholders of the Company its shareholders (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in ”) no event later than seventy-three (73) calendar days after the Closing Date August 4, 2020 (the "Stockholder Meeting Approval Deadline"), a . The proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at statement for the Stockholder Meeting for approval of resolutions shall include a stockholder proposal to approve (the "Resolutions") providing for (xi) the increase in issuance of the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (Warrant Shares upon the "Capital Increase"), (y) a reverse stock split exercise of the Warrants representing greater than 20% of the Common Stock as of the Closing Date in accordance with NYSE American Rule 713(a)(ii), and (ii) the reduction in the Exercise Price of the Warrants from $7.53 to $0.7425 per share, both subject to adjustments pursuant to the terms of the Warrants (the “Proposal”). The Company shall take all necessary action, including, without limitation, the engagement of a proxy solicitor, to obtain Stockholder Approval of the Proposal. In the event the Company does not obtain Stockholder Approval of the Proposal on or prior to the Stockholder Approval Deadline, the Company shall pay to each Purchaser, in cash as a return of a portion of such Purchaser’s Subscription Amount, $0.22 for each share of Common Stock underlying such Purchaser’s Warrants on the Closing Date up to an aggregate cash payment of $968,000 for all Purchasers. The payments to which a Purchaser shall be entitled pursuant to this Section 4.11 are referred to herein as “Stockholder Approval Failure Payments.” Stockholder Approval Failure Payments shall be paid to the Purchasers at the earlier (“Payments Due Date”) of (a) three Business Days after the Stockholder Meeting, and (b) the Stockholder Approval Deadline. Any Stockholder Approval Failure Payments outstanding after such Payments Due Date shall accrue interest at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained24.0% per annum.

Appears in 1 contract

Samples: Securities Purchase Agreement (It Tech Packaging, Inc.)

Stockholder Approval. On or prior to ten (10) calendar days after If at any time following the Closing Date (the “Stockholder Approval Triggering Date”), the sum of (i) the number of Conversion Shares, previously issued by the Company, plus (ii) the remaining number of Conversion Shares into which the outstanding Notes are then convertible (without regard to any limitations on conversion) is greater than fifty percent (50%) of the Exchange Cap (as defined in the Notes), then upon the request of the holders of at least a majority of the Notes then outstanding, the Company shall file solicit approval by the Company’s stockholders of the Company’s issuance of all of the Conversion Shares as set forth in this Agreement, and the Notes in accordance with the SEC andrules and regulations applicable to companies with securities listed on the Principal Market (such approval being referred to herein as “Stockholder Approval”), with the recommendation of the Board of Directors that such proposal be approved. The Company shall hold a meeting of its stockholders as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventysixty-three five (7365) calendar days after the Closing Stockholder Approval Triggering Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall draft a notice of meeting and information circular at least ten (10) days prior to the required deadline for distribution to the intermediaries of beneficial stockholders (the “Information Circular Deadline”) and each Purchaser, as well as one counsel selected by the holders of a majority of the aggregate principal amount of the Notes then outstanding, shall be obligated entitled to seek review, at least seven (7) days prior to obtain distribution to the Stockholder Approval stockholders, such information circular, which shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company fails to distribute the information circular referred to above by the Information Circular Deadline or fails to hold a meeting of its stockholders by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsthen, the Stockholder Approval is as partial relief (which remedy shall not obtained be exclusive of any other remedies available at the Stockholder Meetinglaw or in equity), the Company shall cause pay to each holder of Notes an additional amount in cash equal to the product of (i) the aggregate principal amount of all Notes held by such holder, multiplied by (ii).02 multiplied by (iii) the quotient of (x) the sum of (A) the number of days after the Information Circular Filing Due Date and prior to the date that the information circular referred to above is filed with the SEC and (B) the number of days after the Stockholder Meeting Deadline and prior to be held the date that a meeting of the Company’s stockholders is held, divided by (y) 30. The Company shall make the payments referred to in the immediately preceding sentence within five (5) days of the earlier of (I) the filing of the information circular or the holding of the meeting of the Company’s stockholders, the failure of which resulted in the requirement to make such payments, and (II) the last day of each calendar quarter thereafter 30-day period beginning on the Information Circular Filing Due date or the Stockholder Meeting Deadline, as the case may be. In the event the Company fails to make such payments in a timely manner, such payments shall bear interest at the rate of 2.0% per month (pro rated for partial months) until Stockholder Approval is obtainedpaid in full.

Appears in 1 contract

Samples: Note Purchase Agreement (Jed Oil Inc.)

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the stockholders of the Company of the receipt of the Stockholder Consent by preparing and filing with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Initial Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Initial Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than December 31, 2024 (the “Stockholder Meeting Deadline"), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kelley Drye & Zxxxx LLP Warren LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Kelley Drye & Warren LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of (i) all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes, assuming all Additional Notes have been issued hereunder) and (ii) all of the shares of the Company’s Series A Convertible Preferred Stock, $0.0001 par value (the “Series A Preferred Stock”), and such shares of Common Stock issuable pursuant to the terms of the certificate of designations for the Series A Preferred Stock (the “Certificate of Designations”), including, without limitation, upon conversion or otherwise, in compliance with the rules and regulations of the Principal Market (without regard to any limitations on conversion set forth in the Certificate of Designations) (such affirmative approval being referred to herein as the "Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to March 30, 2025. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held every sixty (60) calendar quarter days thereafter until such Stockholder Approval is obtained.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nauticus Robotics, Inc.)

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three 90 calendar days after the Closing), an information statement with respect thereto or (73y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 90 calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kxxxxx Xxxx & Zxxxx LLP Wxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for the approval of (x) the increase in the authorized Common Stock shares of the Company from 400,000,000 shares 50,000,000 to 1,000,000,000 shares (the "Capital Increase")250,000,000, (y) at such future date as the board of directors of the Company shall determine, a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") no less than 1:2, but up to 1:100 and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively) (such affirmative approval being referred to herein as the "Stockholder Approval" ”, and the date such approval Stockholder Approval is obtainedobtained and effective, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to 180th calendar quarter day after the Closing. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Appears in 1 contract

Samples: Securities Purchase Agreement (Addentax Group Corp.)

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Effective Time), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than October 17, 2023 (the “Stockholder Meeting Deadline"), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all such portion of the Securities as described issued or issuable solely with respect to the Additional Closing Incremental Amount in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion set forth in the applicable Notes) and (y) the increase of the authorized shares of the Company from 116,666,667 to 300,000,000 (such affirmative approval being referred to herein as the "Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to December 16, 2023. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Appears in 1 contract

Samples: Agreement and Waiver (Ondas Holdings Inc.)

Stockholder Approval. On or prior to ten The parties recognize that certain aspects of the transactions contemplated hereby (10) calendar days after the Closing Date“AMEX Provisions”), including the weighted average anti-dilution provisions of the Notes and the provision allowing the Company shall file with in certain circumstances to use stock for redemption of the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated Notes require approval by the SEC, provide each Stockholder stockholders of the Company with an information statement complying with for such provisions to be effective. The Company shall provide each stockholder entitled to vote at either (x) the requirements next annual meeting of stockholders of the 1934 Act Company or (y) a special meeting of stockholder of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 75 days following the Closing (the “Stockholder Meeting Deadline”), a proxy statement, substantially in the form that which has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP counsel to Portside, at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition not to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Companyexceed $15,000, soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for (xi) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities AMEX Provisions as described in the Transaction Documents and (ii) an increase in the authorized number of shares of Common Stock so that 130% of the aggregate maximum number of shares of Common Stock initially issuable upon conversion of the Notes and exercise of the Warrants can be reserved for issuance, in both cases, in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its commercially reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions (including the hiring of a nationally recognized proxy solicitation firm) and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s commercially reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an up to two additional Stockholder Meeting Meetings to be held held, one in each of the two calendar quarter quarters thereafter until (and the Company shall hire a nationally recognized proxy solicitation firm for each such Stockholder Approval is obtainedMeeting), to obtain such Stockholder Approval.

Appears in 1 contract

Samples: Securities Purchase Agreement (Metalico Inc)

Stockholder Approval. On or prior (a) The Company covenants and agrees to ten (10) calendar days after use its best efforts to obtain the Closing Date, the Company shall file with the SEC and, approval of its stockholders as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market American Stock Exchange in order to issue Underlying Shares and Warrant Shares and to otherwise perform its respective obligations under the transactions contemplated by the Transaction Documents, including (such affirmative approval being referred to herein as i) approving the "Stockholder Approval" and issuance of in excess of 19.99% of the shares of Common Stock outstanding on the date such approval is obtained, of this Agreement and (ii) effectuating the Reverse Stock Split (collectively "Stockholder Approval DateSTOCKHOLDER APPROVAL"). (b) In furtherance of the obligations of the Company under Section 4.14(a), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions obtain Stockholder Approval in connection with this Section 4.14, and to cause in pursuit thereof (a) the Board of Directors of the Company shall adopt proper resolutions authorizing the actions set forth in subsection (a) above, (b) the Board of Directors of the Company shall recommend and the Company shall otherwise use its best efforts to recommend promptly and duly obtain stockholder approval, including, without limitation, soliciting proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and having all management-appointed proxy-holders vote their proxies in favor of such proposals to carry out such resolutions (and hold a special meeting of the Stockholders stockholders as soon as practicable, but in any event not later than the 60th day after delivery of the proxy or other applicable materials relating to such meeting) and (c) within three Business Days of obtaining such stockholder authorization, take all actions necessary to effectuate the actions set forth in subsections (a)(i) and (a)(ii) above. If the Company does not obtain Stockholder Approval at the first meeting (the "FIRST MEETING"), the Company shall (1) provided it has been approved as required by the American Stock Exchange, on the next Business Day effect the conversion of the Farequest Notes into Common Stock, (2) and in addition to satisfying clauses (a), (b) and (c) as contemplated above, call a special meeting of its stockholders as soon as reasonable practicable but in no event later than ninety (90) days following the First Meeting, and utilize a record date therefor that they approve would include all shares of Common Stock issuable upon conversion of the ResolutionsFarequest Notes to seek Stockholder Approval until the date Stockholder Approval is obtained. The Company shall be obligated use its commercially best efforts to seek to obtain hold the Stockholder Approval by the Stockholder First Meeting Deadline. Ifas soon as possible, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, but in any event the Company shall cause an additional Stockholder use its commercially best efforts to hold the First Meeting prior to be held each calendar quarter thereafter until Stockholder Approval is obtainedthe ninetieth (90th) day after the date of this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (RCG Companies Inc)

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition , inform the stockholders of the Company of the receipt of the Stockholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the foregoingseventy-fifth (75th) calendar day after the Closing Date (or, if required such filing is delayed by any governmental a court or regulatory agency, in no event later than ninety (90) calendar days after the Company shall Closing Date), an information statement with respect thereto or (y) provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "Stockholder Meeting")”) for the purpose of approving the issuance of in excess of 19.99% of the Company’s outstanding shares of Common Stock pursuant to the Transaction Documents, which shall be promptly called as promptly as practicable after the date hereof, but in no event and held not later than seventy-three (73) calendar days after the Closing Date March 31, 2025 (the "Stockholder Meeting Deadline"), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxxxx & Zxxxx LLP Worcester LLP, at the expense of the Company. The proxy statement, soliciting if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion set forth in the Notes) (such affirmative approval being referred to herein as the "Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "Stockholder Approval Date"), and the Company shall use its commercially reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s commercially reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to July 1, 2025. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained.

Appears in 1 contract

Samples: Securities Purchase Agreement (Scorpius Holdings, Inc.)

Stockholder Approval. On or prior Penthouse and other Company stockholders holding in excess of 50% of the outstanding shares of Company Common Stock have provided the Company with irrevocable and unconditional written approvals and consents to ten all of the Transactions, including, without limitation (i) the transactions contemplated by the GMI Stock Purchase Agreement, (ii) consummation of the iBill Acquisition, (iii) an amendment to the Certificate of Incorporation of the Company that, inter alia, shall increase the authorized Common Stock to 250.0 million shares of Common Stock, (iv) the sale and issuance of the 10% Notes, the Warrants, the Series E Preferred Stock, the Series F Senior Preferred Stock, the Series G Preferred Stock, and the other Warrant Shares, and (v) calendar days after all of the related transactions described herein (the “Stockholder Approval”). The term “Stockholder Approval” shall also include the filing and approval of a listing application for the additional shares of the Company’s Common Stock to be issued upon conversion of the 10% Notes, the Series E Preferred Stock, the Series F Senior Preferred Stock and the Series G Preferred Stock, in accordance with the rules of the AMEX. Such Stockholder Approval, in lieu of a special meeting of stockholders, are permissible under Delaware corporate law and pursuant to Section 705 and Section 712 of the rules and regulations of the AMEX. Following the Closing Date, the Company shall file with the SEC andwill, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (Securities Exchange Act of 1934, as defined below) and amended, file a Form 14C Information Statement with the SEC, describing the Transactions and, upon approval of such Information Statement, mail same to the Company stockholders. No further vote or approval is required of Company stockholders receiving such Information Statement. Accordingly, it is anticipated that the “Stockholder Approval” condition to the rights of holders of the Stockholder Approval (as defined below)10% Notes, the Series E Preferred Stock, the Series F Senior Preferred Stock and the Series G Preferred Stock to convert such Securities into Common Stock, and the rights of holders of Warrants and other warrants to exercise such Securities will be obtained on or before November 30, 2004. In addition to the foregoingevent that, if required for any reason, all of the foregoing “Stockholder Approval” conditions are not satisfied by any governmental or regulatory agencyDecember 31, 2004, then the Company shall provide each Stockholder entitled pay to vote at a special or annual meeting of Stockholders the Purchaser in cash 2% of the Company ($3,450,000 Purchase Price for the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Series F Senior Preferred Stock for each two hundred and fifty month following December 31, 2004 that such Stockholder Approval conditions remain unsatisfied (250) shares of Common Stock outstanding (provided, however, that to the "Reverse Stock Split") and (z) extent that the issuance of all Purchaser exercises its Exchange Option, the payment shall also be based on the purchase price of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"Penthouse stock so exchanged), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated has agreed to seek pay a similar penalty to obtain the Stockholder Approval by holders of the Stockholder Meeting Deadline. If, despite 10% Notes and the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedSeries E Preferred Stock.

Appears in 1 contract

Samples: Subscription Agreement (Care Concepts I Inc /Fl/)

Stockholder Approval. On or prior (a) The Company covenants and agrees to ten obtain the approval of its stockholders in order to (10i) calendar days after increase the Closing Datenumber of authorized shares of Common Stock, (ii) change the name of the Company from Bronze Marketing, Inc. to Sutor Technology Group Limited, and (iii) to effectuate the Revexxx Split, which stockholder approval shall file with be deemed to occur on the SEC and, thirtieth day following the filing by the Company of the definitive information statement on Schedule 14C pertaining thereto (collectively "STOCKHOLDER APPROVAL") as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereofpossible, but in no event later than seventy-three March 16, 2007. (73b) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense In furtherance of the Company, soliciting each such Stockholder's affirmative vote at obtaining the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase")Approval, (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause (a) adopt proper resolutions authorizing the actions set forth in subsection (a) above, (b) the Board of Directors of the Company to shall recommend to and the Stockholders that they approve the Resolutions. The Company shall be obligated otherwise use its best efforts to seek promptly and duly obtain stockholder approval, including, without limitation, soliciting proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and having all management-appointed proxy-holders vote their proxies in favor of such proposals to carry out such resolutions (and hold a special meeting of the stockholders as soon as practicable, but in any event not later than the 60th day after delivery of the proxy or other applicable materials relating to such meeting) and (c) within three Business Days of obtaining such stockholder authorization, take all actions necessary to effectuate the actions set forth in subsections (a)(i), (a)(ii) and (a)(iii) above. If the Company does not obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meetingfirst meeting (the "FIRST MEETING"), the Company shall cause an additional Stockholder Meeting shall, in addition to be held satisfying clauses (a), (b) and (c) as contemplated above, call a special meeting of its stockholders on the first Business Day of each calendar fiscal quarter thereafter to seek Stockholder Approval until the date Stockholder Approval is obtained.

Appears in 1 contract

Samples: Securities Purchase Agreement (Bronze Marketing Inc)

Stockholder Approval. On (a) Concurrently with the execution and delivery of this Agreement, Target shall solicit and obtain written consents in lieu of a meeting of stockholders (i) approving and adopting the Merger and this Agreement and (ii) electing not to treat the Merger as a “Liquidation” (as such term is defined in the Amended and Restated Certificate of Incorporation of Target) for purposes of the Amended and Restated Certificate of Incorporation of Target, in substantially the form attached hereto as Exhibit E (the “Stockholder Written Consent”), duly and validly executed by each of the Indemnifying Stockholders that own shares of capital stock of Target (or prior their Affiliates, as applicable) with respect to ten (10) calendar days all such shares of capital stock. A copy of the duly executed Stockholder Written Consents shall be delivered to Acquiror immediately after the Closing Date, execution and delivery of this Agreement. (b) No later than five Business Days from the Company date hereof (i) Target shall file with deliver to each holder of capital stock of Target that did not execute a Stockholder Written Consent (A) the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated notice required by the SEC, provide each Stockholder Section 262(d)(2) of the Company with an information statement complying with DGCL in form and substance reasonably satisfactory to Acquiror (the requirements “Appraisal Rights Notice”) and (B) the notice required by Section 228(e) of the 1934 Act DGCL in form and substantially substance reasonably satisfactory to Acquiror in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of connection with the actions taken by the stockholders of Target pursuant to the Stockholder Written Consent (the “Section 228 Notice”) and (ii) Target shall execute, deliver and file in accordance with the Resolutions (as defined below) DGCL the amendment to the Amended and Restated Certificate of Incorporation of Target set forth in the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company Written Consent (the "Stockholder Meeting"“Charter Amendment”), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Appears in 1 contract

Samples: Merger Agreement (Omnicare Inc)

Stockholder Approval. On or prior (a) The Company agrees to ten (10) calendar days after the Closing Date, the Company shall use its best efforts to file with the SEC and, as soon as possible as permitted under Securities and Exchange Commission (the applicable rules and regulations promulgated by "SEC") a preliminary proxy statement (the SEC, provide each Stockholder "Preliminary Proxy") on Schedule 14A in connection with a special meeting of the Company with an information statement complying with Company's stockholders to approve the requirements issuance of the 1934 Act Securities pursuant to the Agreement, and substantially in the form that has been previously reviewed and approved by issuance of shares of Common Stock upon the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense conversion of the Company informing such Stockholders Preferred Stock and upon the exercise of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company Investor Warrants (the "Stockholder MeetingProposal") not later than 10 business days following the Initial Closing Date. Promptly following the approval by the SEC of the Preliminary Proxy or, if the SEC does not review the Preliminary Proxy, the 10th calendar day after filing the Preliminary Proxy with the SEC (or if such day is not a business day, then the next business day), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval commence distribution of such Resolutions and to cause the Board of Directors of the Company to recommend a definitive proxy statement related to the Stockholders that they approve Stockholder Proposal to the ResolutionsCompany's stockholders of record established by the Company's board of directors for such purpose. The Company shall be obligated agrees to seek use its best efforts to obtain stockholder approval of the Stockholder Approval by Proposal. Promptly following the Stockholder Meeting Deadline. If, despite special meeting of the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meetingstockholders, the Company shall cause an additional notify the Investor in writing of the results of the vote of the stockholders on the Stockholder Meeting Proposal and, if approved by the requisite number of shares of Common Stock, that the limitations on conversion of the Shares pursuant to Section 3(m) of the Series A Certificate, on exercise of the Investor Warrant pursuant to Section 1.06 of the Investor Warrant and on the number of votes entitled to be held each calendar quarter thereafter until Stockholder Approval cast by holders of the Shares pursuant to Section 4(c) of the Series A Certificate, are terminated. The Company agrees that the definitive proxy statement distributed pursuant to this Section 3.7(a) will as of its mailing and as of the date of the special meeting of the stockholders (i) comply as to form with the requirements of Schedule 14A under the Securities and Exchange Act of 1934, as amended (the "Exchange Act") and (ii) comply with Rule 14a-9 of the Exchange Act. Notwithstanding the foregoing, if the Company is obtainedable to obtain a waiver from The Nasdaq Stock Market of the requirement to obtain stockholder approval for the issuance of the Securities, the Company's obligations pursuant to this Section 3.7 shall lapse. (b) Based on telephone conversations with representatives of The Nasdaq Stock Market, Investors who were holders of shares of the Company's Common Stock prior to the issuance of the Securities, and who own such shares of Common Stock as of the stockholder record date established in connection with the stockholder approval for the issuance of the Securities, are entitled to vote such shares of Common Stock in connection with such stockholder approval.

Appears in 1 contract

Samples: Preferred Stock and Warrant Purchase Agreement (Cornerstone Equity Investors Iv Lp)

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three 90 calendar days after the Closing), an information statement with respect thereto or (73y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the one hundred and twentieth (120th) calendar days day after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion set forth in the Notes) (such affirmative approval being referred to herein as the "Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to the one hundred and twentieth (120th) calendar quarter day following the failure to obtain Stockholder Approval. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Appears in 1 contract

Samples: Securities Purchase Agreement (Windtree Therapeutics Inc /De/)

Stockholder Approval. On The Company shall, as soon as practicable following the Closing, but not more than 30 days thereafter, file a preliminary proxy statement for a vote of its stockholders to approve one or prior to ten more of the following proposals (10) calendar days after if the Closing Datepreliminary proxy statement does not contain all of the proposals listed below, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder a preliminary proxy statement for a vote of the Company with an information statement complying with the requirements its stockholders to approve any of the 1934 Act and substantially proposals not included in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a previous preliminary proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense within 30 days of the Company, soliciting each annual or special meeting in which any of such Stockholder's affirmative vote at proposals were voted upon by the Stockholder Meeting for approval of resolutions stockholders): (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (zi) the issuance of all Conversion Shares upon conversion of the Securities as described Shares, shares of Series B-2 Convertible Preferred Stock and the Series B-3 Convertible Preferred Stock, if required by Nasdaq Rule 5635 (or any successor thereto), (ii) the issuance of the Series B-3 Convertible Preferred Stock upon exercise of the Warrants, if required by Nasdaq Rule 5635 (or any successor thereto), (iii) an increase to its authorized share capital (together, the “Initial Proposals”), and (iv) if any Purchaser following the closing of the transactions contemplated by this Agreement would, other than due to any blockers or caps contained in the Transaction Documents Certificate of Designation or Warrant, hold a number of shares equal to 19.9% of the Company’s outstanding Common Stock on an as-if-converted to Common Stock basis as of the date of this Agreement (excluding for purposes of the calculation, any securities issued pursuant to this Agreement), the approval required by Nasdaq Rule 5635(b) (or any successor thereto) to permit full conversion of the Shares and issuance of the Conversion Shares in full upon conversion of the Shares, shares of Series B-2 Convertible Preferred Stock and the Series B-3 Convertible Preferred Stock (the “Additional Proposal” and together with the Initial Proposals, the “Proposals”). The Company shall, as soon as practicable following notification from the Staff that it has completed its review of a preliminary proxy statement filed in accordance with this Section 4.16 or that it will not review such preliminary proxy statement, file and mail a definitive proxy statement for the vote of its stockholders to approve the applicable law Proposals. The Company covenants and agrees that its Board of Directors shall unanimously recommend that the rules applicable Proposals be approved by the Company’s stockholders at all meetings in which such Proposals are considered and regulations promptly file the necessary amendments to the Company’s certificate of incorporation after the Proposals are approved. If the Company’s stockholders do not approve any of the Principal Market (Initial Proposals at the first meeting in which such affirmative proposal is voted on by stockholders, the Company covenants and agrees that it will submit any such Initial Proposals for approval being referred to herein as of the "Stockholder Approval" and the date Company’s stockholders at least semi-annually until such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Appears in 1 contract

Samples: Securities Purchase Agreement (Biofrontera Inc.)

Stockholder Approval. On or prior The Company acknowledges that it only has sufficient authorized capital to ten issue the Securities (10) calendar days after and the Closing Datewarrants to be issued to the Company's placement agent in connection with the issuance of the Securities as set forth on Schedule 4.20 hereof). Accordingly, the Company hereby covenants not to issue any additional shares of Common Stock or Common Stock Equivalents or to take any action that would result in the issuance of any Anti-Dilution Shares or Warrant Shares prior to taking any and all necessary action to increase its authorized capital to provide for the issuance of any such additional shares of Common Stock or Common Stock Equivalents (including the Anti-Dilution Shares and additional Warrant Shares issuable as a result thereof). The Company shall file obtain, on or before January 14, 2004, approval of the Company's stockholders, in accordance with the SEC and, and as soon as possible as permitted under the may be required by New Jersey law and any applicable rules and or regulations promulgated by of the SECOTCBB, provide each Stockholder to increase the authorized capital of the Company with an information statement complying with to a sufficient number to enable the requirements of the 1934 Act Company to issue any and substantially in the form all Anti-Dilution Shares and additional Warrant Shares that has been previously reviewed and approved by may from time to time become issuable to the Investors and Sxxxxxx Rxxx & Zxxxx LLP at pursuant to this Agreement or the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company Warrants (the "Stockholder MeetingApproval"), which . The Company shall be called as furnish to each Investor and its legal counsel promptly as practicable after the date hereof, (but in no event later less than seventy-three two (732) calendar days after Business Days) before the Closing Date (same is filed with the "Stockholder Meeting Deadline")SEC, a proxy statement, in a form reasonably acceptable one copy of the information statement relating to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date")and any amendment thereto, and the Company shall use its reasonable best efforts deliver to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors each Investor promptly each letter written by or on behalf of the Company to recommend the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such information statement (other than any portion thereof which contains information for which the Stockholders that they approve Company has sought confidential treatment). The Company will promptly (but in no event more than three (3) Business Days) respond to any and all comments received from the ResolutionsSEC (which comments shall promptly be made available to each Buyer). The Company shall be obligated to seek to obtain comply with the filing and disclosure requirements of Section 14 under the 1934 Act in connection with the Stockholder Approval Approval. The Company represents and warrants that its Board of Directors has approved the proposal contemplated by this Section 7.12 and shall indicate such approval in the information statement used in connection with the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedApproval.

Appears in 1 contract

Samples: Purchase Agreement (Airtrax Inc)

Stockholder Approval. On or prior The Company covenants and agrees to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules solicit in its Proxy Statement and regulations promulgated by the SEC, provide each Stockholder Notice of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company Annual Meeting stockholder approval (the "Stockholder MeetingApproval") to authorize: (1) the issuance of shares of Common Stock upon conversion of the Preferred Shares, the exercise of the Warrants, the exercise of the warrant issued to the Company's placement agent (the "Placement Agent Warrant"), which shall be called the conversion of the Other Preferred Shares, and the exercise of the Other Warrant in connection with this Agreement and the Other Purchase Agreement, as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statementapplicable, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense excess of 19.99% of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval number of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding immediately prior to the date hereof (the "Reverse Stock SplitCap Amount") ), and (z2) an amendment to its Certificate increasing the number of authorized shares of Common Stock from 75,000,000 to 100,000,000 (the "Charter Amendment"). The number of shares of Common Stock equal to (i) the issuance Cap Amount minus (ii) the number of all shares of Common Stock issuable upon exercise of the Securities Placement Agent Warrant as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being Closing Date, is referred to herein as the "Stockholder Approval" Issuable Maximum". Each Purchaser's and the date such approval Other Purchaser's pro rata portion of the Issuable Maximum based upon the number of shares of Common Stock issuable upon conversion or exercise of all Preferred Shares and Warrants issued and sold at the Closing and upon conversion or exercise of all the Other Preferred Shares and the Other Warrant issued and sold at the closing under the Other Purchase Agreement is obtainedset forth on Schedule 3.16 hereto (as proportionately adjusted for stock splits, reverse stock splits and stock combinations, the "Stockholder Approval DatePro Rata Maximum"), and . The Company shall file its Preliminary Proxy Statement no later than five (5) days following the date that the Company has been advised by the Commission that the Form 10-K is no longer under review. The Company shall use its reasonable best efforts to solicit hold its Stockholders' approval 2003 Annual Stockholder's Meeting (the "Annual Meeting") no later than July 15, 2003 (the "Annual Meeting Date"); provided, however, that the Annual Meeting Date shall be extended in the event that the Commission provides comments to the Company's Preliminary Proxy Statement or other Commission Documents in connection with the Commission's review of the Preliminary Proxy Statement that causes a delay in soliciting the Stockholder Approval and holding the Annual Meeting by July 15, 2003. The Annual Meeting Date shall be extended for only such Resolutions and to cause the Board of Directors of time that is reasonably necessary for the Company to recommend obtain the approval of the Commission to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain proceed with soliciting the Stockholder Approval by and holding the Stockholder Meeting DeadlineAnnual Meeting, but in no event later than August 15, 2003. If, despite the Company's reasonable best efforts, the If Stockholder Approval is not obtained at with respect to subclause (1) of the first sentence above by August 15, 2003, each Purchaser and the Other Purchaser shall have the option to cause the Company to redeem Preferred Shares or Other Preferred Shares and a portion of the Warrant or the Other Warrant of such Purchaser or the Other Purchaser, as the case may be (referred to herein as such Purchaser's or the Other Purchaser's "Excess Redemption Securities"), that, as of the Closing, were convertible or exercisable into the number of shares of Common Stock that was in excess of such Purchaser's or the Other Purchaser's Pro Rata Maximum (such Purchaser's or the Other Purchaser's "Excess Conversion Shares"). The portion of the Warrant or the Other Warrant included in such Purchaser's or the Other Purchaser's Excess Redemption Securities represents 1/3 of such Purchaser's or the Other Purchaser's Excess Conversion Shares being redeemed. The redemption price for the Excess Redemption Securities for any Purchaser or the Other Purchaser shall be equal to the greater of (a) the Liquidation Preference Amount (as defined in the Certificate of Designation) of the Preferred Shares or Other Preferred Shares included in the Excess Redemption Securities for such Purchaser or the Other Purchaser plus accrued and unpaid dividends thereon and (b) the amount equal to the product of (i) the quotient of (A) the Liquidation Preference Amount of the Preferred Shares and the Other Preferred Shares included in the Excess Redemption Securities for such Purchaser or the Other Purchaser plus accrued and unpaid dividends thereon divided by (B) the Conversion Price (as defined in the Certificate of Designation) multiplied by (ii) the average of the closing price of the Common Stock for the ten (10) trading days immediately preceding the date of such redemption, and shall be payable upon surrender to the Company by such Purchaser or the Other Purchaser of the certificates, Warrants or the Other Warrant representing such Purchaser's or the Other Purchaser's Excess Redemption Securities. No Purchaser shall be entitled to cause the Company to redeem any of its Excess Redemption Securities under this Section 3.16 unless the Company shall have received written notice of such Purchaser's election to require such redemption within 30 days following the Annual Meeting. With respect to the Stockholder MeetingApproval required to be obtained to file the Charter Amendment pursuant to subclause (2) above, the Company shall cause an additional file the Charter Amendment within one business day of receipt of such Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedApproval.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Wave Systems Corp)

Stockholder Approval. On or prior to ten Notwithstanding the fact that stockholder approval is not required for the issuance of Series A-1 Stock and the performance by the Company of its obligations under the Transaction Documents (10) calendar days after the Closing Date“Approval”), the Company shall file with will diligently attempt to obtain the SEC andApproval. Among others, as soon as possible as permitted under the applicable rules and regulations promulgated by Company will state that the SEC, provide each Stockholder Approval is in the best interests of the shareholders of the Company with an information statement complying with and recommend that the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense shareholders of the Company informing such Stockholders vote in favor of the actions taken in accordance with the Resolutions (Approval, provided that such recommendation shall not as defined below) and a result of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable events occurring after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense sole determination of the Company’s Board of Directors, soliciting constitute a breach of a director’s fiduciary duties to the Company or its stockholders. Failure to submit the Approval to the Company’s shareholders on or before July 31, 2008, or failure by any of the holders of Company Common Stock set forth on Schedule 5(a) to vote such Common Stock and any other Common Stock over which they exercise voting control in favor of the Approval shall be deemed an Event of Default as that terms is employed in the Certificate of Designations. Prior to Closing, the Company will provide to Purchasers a signed agreement from each such Stockholder's affirmative of the persons and entities set forth on Schedule 5(a), in the form annexed hereto as Exhibit C in connection with their agreement to vote at in favor of the Stockholder Meeting Approval. The Company agrees that it will, as soon as reasonably practicable following the Closing Date, submit the terms of the Series A-1 Stock offering pursuant to the Transaction Documents and the Series B Financing to the Company’s stockholders for approval of resolutions (the "Resolutions") providing for (x) Company’s obligations under the increase in Transaction Documents including the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split issuance of the Common Stock at a rate such number of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all issuable upon conversion of the Securities Series A Stock and Series B Stock as described in may be required by the Transaction Documents in accordance with applicable law and the rules and regulations antidilution provisions of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtainedCertificate of Designations, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of which could be issued for the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedallow for full-ratchet anti-dilution.

Appears in 1 contract

Samples: Subscription Agreement (Irvine Sensors Corp/De/)

Stockholder Approval. On or prior to ten (10) calendar days after If at any time following the Closing Date (the “Stockholder Approval Triggering Date”), the sum of (i) the number of Shares and other Securities previously issued by the Company, plus (ii) the remaining number of Securities into which the outstanding Securities are then convertible, exchangeable or exercisable (without regard to any limitation), is greater than fifty percent (50%) of the any exchange or issuance cap applicable by the Principal Market, then upon the request of the holders of at least a majority of amount or number of any class of Securities outstanding, the Company shall solicit approval by the Company’s stockholders of the Company’s issuance of all of the Securities, as set forth in the Transaction Documents in accordance with the rules and regulations applicable to companies with securities listed on the Principal Market (such approval being referred to herein as “Stockholder Approval”), with the recommendation of the Board of Directors that such proposal be approved. The Company shall file with the SEC and, a preliminary version of the proxy statement to be provided by the Company to its stockholders in connection with soliciting Stockholder Approval as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereofpossible, but in no event later than seventy-three twenty (7320) calendar days after the Closing Stockholder Approval Triggering Date (the "Stockholder Meeting Deadline"“Proxy Statement Filing Due Date”), and each Investor, as well as one counsel selected by the holders of a majority of the aggregate principal amount or number of each class of Security then outstanding, shall be entitled to review, prior to filing with the SEC, such proxy statement, which shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in a form reasonably acceptable order to make the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense statements therein, in light of the Companycircumstances under which they were made, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutionsnot misleading. The Company shall be obligated to seek to obtain hold a meeting of its stockholders as soon as possible but in no event later than sixty (60) days after the Stockholder Approval Triggering Date (the “Stockholder Meeting Deadline”). If the Company fails to file the proxy statement referred to above by the Proxy Statement Filing Due Date or fails to hold a meeting of its stockholders by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsthen, the Stockholder Approval is as partial relief (which remedy shall not obtained be exclusive of any other remedies available at the Stockholder Meetinglaw or in equity), the Company shall cause pay to each holder of each class of Security then outstanding an additional amount in cash equal to the product of (i) the aggregate principal or subscription amount of all Securities held by such holder, multiplied by (ii).02 multiplied by (iii) the quotient of (x) the sum of (A) the number of days after the Proxy Statement Filing Due Date and prior to the date that the proxy statement referred to above is filed with the SEC and (B) the number of days after the Stockholder Meeting Deadline and prior to be held the date that a meeting of the Company’s stockholders is held, divided by (y) 30. The Company shall make the payments referred to in the immediately preceding sentence within five (5) days of the earlier of (I) the filing of the proxy statement or the holding of the meeting of the Company’s stockholders, the failure of which resulted in the requirement to make such payments, and (II) the last day of each calendar quarter thereafter 30-day period beginning on the Proxy Statement Filing Due date or the Stockholder Meeting Deadline, as the case may be. In the event the Company fails to make such payments in a timely manner, such payments shall bear interest at the rate of 2.0% per month (pro rated for partial months) until Stockholder Approval is obtainedpaid in full.

Appears in 1 contract

Samples: Transaction Completion and Financing Agreement (Probe Manufacturing Inc)

Stockholder Approval. On (i) Notwithstanding anything to the contrary contained herein, if (x) the Common Stock is listed for trading on the Nasdaq or prior to ten the Nasdaq SmallCap Market, and (10y) calendar days after the Closing Date, the Company shall file with not have previously obtained the SEC andvote of stockholders (the "Stockholder Approval"), if any, as soon as possible as permitted under may be required by the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with Nasdaq Stock Market (or any successor entity) to approve the requirements issuance of shares of Common Stock in excess of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions Issuable Maximum (as defined below) and in a private placement whereby shares of Common Stock are deemed to have been issued at a price that is less than the greater of book value or fair market of the Stockholder Approval Common Stock, then the maximum number of shares of Common Stock issuable upon conversion of Notes that are issued pursuant to the Purchase Agreement, at a Conversion Price that is less than the initial Conversion Price hereunder, is 4,503,492, subject to adjustment as a result of stock splits, combinations, reclassifications and other similar events (as defined belowsuch number of shares of Common Stock being the "Issuable Maximum"). In addition If on any conversion date, the Company would be required to issue a number of shares of Common Stock that, when added to all other shares of Common Stock previously issued in respect of conversions of Notes would exceed the Issuable Maximum, then the Company shall issue to the foregoingHolder upon such a conversion a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the principal amount of Notes, if required any, then held by any governmental or regulatory agencysuch Holder for which a conversion in accordance with the Conversion Price would result in an issuance of shares of Common Stock in excess of the Issuable Maximum (the "Excess Principal"), the Company shall provide each Stockholder entitled have the option, exercisable by written notice to vote at a special or annual meeting of Stockholders of the Company Holders delivered within seven (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (737) calendar days after the Closing Date (the "Stockholder Meeting Deadline")triggering conversion date, a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best commercial efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the applicable to such issuance (without penalty or stepped up interest unless such Stockholder Approval is not obtained in a timely fashion hereunder) as soon as possible, but in any event not later than the 90th day after the date of such notice. If the Company does not deliver timely a notice of its election to seek the Stockholder Approval under this Section 6(h) or shall, if it shall have delivered such a notice, fail to obtain the Stockholder Approval in the time period provided in the immediately prior sentence, then the Holders representing a majority in principal amount of Notes shall have the option to declare any such notice by the Company, if given, to be null and void ab initio, and require the Company to pay cash to the Holders in an amount equal to the sum of (1) 130% of the Excess Principal and (2) all other amounts, accrued and unpaid interest, costs, expenses and liquidated damages due in respect of such Notes, which amounts shall be due within thirty (30) days of the declaration by the requisite number of Holders to exercise the right provided in this sentence. Interest shall accrue on the amounts due under this Section 6(h), if any, at the Stockholder Meetingrate of twelve percent (12%) per annum commencing the conversion date that would result in the issuance of shares of Common Stock in excess of the Issuable Maximum but for the provisions hereof, and shall continue to accrue until such amounts, plus all such accrued interest, shall have been paid in full. (ii) In addition to, and not in limitation of the provisions of Section 6(h)(i) hereof, the Company shall not consummate any transaction which provides for the issuance of any of its shares of capital stock if such transaction would adjust the number of shares of Common Stock issuable upon conversion of the Notes pursuant to the provisions of Section 6(a)(iv) of the Notes and such adjustment would, in the reasonable judgment of the Investors (as defined in the Purchase Agreement) until such time as no Investor is a holder of Notes and after such time then in the reasonable judgment of the Required Investors, following consultation with Ohio counsel by such holders, cause an additional Stockholder Meeting the provisions of Ohio General Corporation Law, Section 1701.831, or any successor statute thereto, to be held each calendar quarter thereafter triggered unless (A) the written consent of the holders of the Notes shall have been previously obtained with the Company notifying the Holder in writing not less than fifteen (15) days prior to the date on which any such transaction is to be consummated, (B) the Company shall have obtained a written opinion of Ohio counsel reasonably satisfactory to the Investors until Stockholder Approval such time as no Investor is obtaineda holder of Notes and after such time then in the reasonable judgment of the Required Investors that the provisions of Ohio General Corporation Law, Section 1701.831, or any successor statute thereto, would not be triggered by such adjustment of the Conversion Price under the Notes in connection with such transaction, or (C) the Company, at the Company's sole expense, shall have obtained stockholder approval in compliance with the provisions of Ohio General Corporation Law, Section 1701.831, or any successor statute thereto, with regard to the issuance of shares of Common Stock under the Notes.

Appears in 1 contract

Samples: Senior Secured Subordinated Convertible Note (Kroll Inc)

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall use commercially reasonable efforts to file a preliminary proxy statement with the SEC and, Commission for the purpose of obtaining such approvals as soon as possible as permitted under may be required by the applicable rules and regulations promulgated by of the SEC, provide each Stockholder Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with an information statement complying with respect to (i) the requirements issuance of the 1934 Act Preferred Shares, (ii) entitling the Preferred Shares, on an as-converted basis, to a number of votes in excess of 19.99% of the issued and substantially outstanding Common Stock on the date of this Agreement (the “Voting Cap”), (iii) the issuance of all Conversion Shares issuable upon conversion of the Preferred Shares in excess of 19.99% of the form that has been previously reviewed issued and approved by outstanding Common Stock on the Investors date of this Agreement (the “Conversion Cap”), and Sxxxxxx Rxxx & Zxxxx LLP at (iv) any other applicable rule or regulation of the expense Nasdaq Stock Market (or any successor entity) from the stockholders of the Company informing such Stockholders with respect to the issuance of all Conversion Shares and Warrant Shares (collectively, the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined belowApproval”). In addition to the foregoing, if required by any governmental or regulatory agency, the The Company shall provide each Stockholder entitled use commercially reasonable efforts to vote at hold a special or annual meeting of Stockholders of its stockholders at the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable earliest practical date after the date hereof, of this Agreement but in no event later than seventy-three one hundred and twenty (73120) calendar days after the Closing Date (for the "purpose of obtaining the Stockholder Meeting Deadline")Approval, a proxy statement, in a form reasonably acceptable to with the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense recommendation of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval ’s board of resolutions directors (the "Resolutions"“Board of Directors”) providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (that such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date")proposals are approved, and the Company shall use solicit proxies from its reasonable best efforts to solicit its Stockholders' approval stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such Resolutions and to cause proposal. If the Board Company does not obtain Stockholder Approval at the first meeting held for such purpose, upon the written request of Directors holders of Preferred Shares representing at least a majority of the Company to recommend to amount of the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meetingoutstanding Preferred Shares, the Company shall cause an additional Stockholder Meeting use commercially reasonable efforts to be call another meeting of stockholders within four (4) months of the first meeting of stockholders held each calendar quarter thereafter until Stockholder Approval is obtainedpursuant to this Section 4(a).

Appears in 1 contract

Samples: Securities Purchase Agreement (Jaguar Health, Inc.)

Stockholder Approval. On or prior to ten (10) calendar days after If at any time following the Closing Date (the “Stockholder Approval Triggering Date”), the sum of (i) the number of Conversion Shares, Warrant Shares and Interest Shares (as defined in the Notes) previously issued by the Company, plus (ii) the remaining number of Conversion Shares into which the outstanding Notes are then convertible (without regard to any limitation on conversion), plus (iii) the remaining number of Warrant Shares into which the outstanding Warrants are then exercisable (without regard to any limitation on exercise), is greater than fifty percent (50%) of the Exchange Cap (as defined in the Notes), then the Company shall solicit approval by the Company’s stockholders of the Company’s issuance of all of the Conversion Shares and Warrant Shares, as set forth in this Agreement, the Notes and the Warrants in accordance with the rules and regulations applicable to companies with securities listed on the Principal Market (such approval being referred to herein as “Stockholder Approval”), with the recommendation of the Company’s Board of Directors that such proposal be approved. The Company shall file with the SEC anda preliminary version of the proxy statement to be provided by the Company to its stockholders in connection with soliciting Stockholder Approval as soon as possible, but in no event later than thirty (30) days after the Stockholder Approval Triggering Date (the “Proxy Statement Filing Due Date”), and each Buyer and a counsel of its choice shall be entitled to review, prior to filing with the SEC, such proxy statement, which shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall hold a meeting of its stockholders as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three five (7375) calendar days after the Closing Stockholder Approval Triggering Date (the "Stockholder Meeting Deadline"), a . If the Company fails to file the proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being statement referred to herein as above by the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use Proxy Statement Filing Due Date or fails to hold a meeting of its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval stockholders by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsthen, the Stockholder Approval is as partial relief (which remedy shall not obtained be exclusive of any other remedies available at the Stockholder Meetinglaw or in equity), the Company shall cause pay to each holder of Notes an additional amount in cash equal to the product of (i) the aggregate principal amount of all Notes held by such holder, multiplied by (ii) .02 multiplied by (iii) the quotient of (x) the sum of (A) the number of days after the Proxy Statement Filing Due Date and prior to the date that the proxy statement referred to above is filed with the SEC and (B) the number of days after the Stockholder Meeting Deadline and prior to be held the date that a meeting of the Company’s stockholders is held, divided by (y) 30. The Company shall make the payments referred to in the immediately preceding sentence within five (5) days of the earlier of (I) the filing of the proxy statement or the holding of the meeting of the Company’s stockholders, the failure of which resulted in the requirement to make such payments, and (II) the last day of each calendar quarter thereafter 30-day period beginning on the Proxy Statement Filing Due date or the Stockholder Meeting Deadline, as the case may be. In the event the Company fails to make such payments in a timely manner, such payments shall bear interest at the rate of 2.0% per month (pro rated for partial months) until Stockholder Approval is obtainedpaid in full.

Appears in 1 contract

Samples: Securities Purchase Agreement (CardioVascular BioTherapeutics, Inc.)

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the sixtieth (60th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three ninety (7390) calendar days after the Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the ninetieth (90th) calendar day after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Certificate of Designations or Warrants, respectively) (such affirmative approval being referred to herein as the "Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to the seventieth (70th) calendar quarter day following the failure to obtain Stockholder Approval. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held every seventy-five days thereafter until such Stockholder Approval is obtained.

Appears in 1 contract

Samples: Securities Purchase Agreement (Windtree Therapeutics Inc /De/)

Stockholder Approval. On or prior to ten JAKKS shall: (10a) calendar days after the Closing Datefile, the Company shall file no later than September 6, 2019, a preliminary proxy statement with the SEC andfor a special meeting of holders of Common Stock (such special meeting, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken determined in accordance with the Resolutions (as defined below) and second proviso of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agencythis sentence, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (such affirmative approval being referred to herein as the "Resolutions"“Stockholder Approval”) providing for (xi) if so required by the increase in rules and regulations of the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares Nasdaq Global Select Market (the "Capital Increase"“NASDAQ”), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the JAKKS’ issuance of all of the Securities as described in shares of Common Stock issuable pursuant to the Transaction Documents terms of the Amended and Restated Oasis Notes in accordance with applicable law and the rules and regulations of the Principal Market NASDAQ without giving effect to the Exchange Cap provisions set forth in the Amended and Restated Oasis Notes, (ii) the Classified Board Proposal, and (iii) the election to the Board of any director nominee selected by the Nominating Committee in accordance with the Amended and Restated Nominating and Corporate Governance Committee Charter; (b) diligently attempt to resolve any comments received from the staff of the SEC relating to such affirmative preliminary proxy statement, and if appropriate file an amended preliminary proxy statement with the SEC, so that clearance of the preliminary proxy statement by the staff of the SEC may be obtained as promptly as possible, (c) subject to receiving SEC approval being referred (or the absence of comments on the preliminary proxy statement from the staff of the SEC within ten (10) calendar days of filing), mail or otherwise disseminate to herein holders of record of Common Stock of JAKKS, no later than three (3) Business Days after September 30, 2019, a definitive proxy statement for the Stockholder Meeting (provided that if a definitive agreement is entered into by September 30, 2019 that would result in an Acceptable Transaction (as defined in the "Stockholder Approval" and the date such approval is obtainedNew Preferred Certificate of Designations), the "mailing or dissemination of such definitive proxy statement may be deferred until the third (3rd) Business Day following the public announcement of such definitive agreement; (d) use reasonable best efforts to call and hold the Stockholder Approval Date")Meeting no later than October 31, 2019 or as promptly as practicable thereafter, subject to applicable notice requirements of SEC regulations, the New Bylaws and the Company shall Delaware law; and (e) use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions the Stockholder Approval and to cause the Board of Directors of the Company to recommend to the Stockholders holders of Common Stock that they approve the Resolutions. The Company shall be obligated to seek to obtain such resolutions; provided that if, despite JAKKS’ reasonable best efforts the Stockholder Approval by the Stockholder Meeting Deadline. Iffor any such proposal is not obtained on or prior to December 31, despite the Company's reasonable best efforts2019, the JAKKS shall cause an additional meeting of stockholders to be held every six (6) months thereafter until such Stockholder Approval is not obtained obtained; provided, however, that, in lieu of presenting the proposal in clause (iii) at the Stockholder Meeting, such proposal may be presented at the Company following annual meeting. For the avoidance of doubt, the proposal in clause (i) shall cause an be substantially in a form previously reviewed by the Consenting Oasis Noteholder and Sxxxxxx Rxxx & Zxxxx LLP and the proposals in clauses (ii) and (iii) shall be subject to the prior review and approval of the Consenting Convertible Noteholders and their legal counsel. As soon as practicable after the Closing Date, JAKKS shall submit to the NASDAQ a notification of listing of additional Stockholder Meeting shares form for, and subject to receipt of any required approval of JAKKS stockholders as set forth in this Section 3.11 with respect to any shares of Common Stock issuable in excess of the Exchange Cap (as defined in the Amended and Restated Oasis Notes), the shares of Common Stock issuable pursuant to the terms of the Amended and Restated Oasis Notes to be held each calendar quarter thereafter until Stockholder Approval is obtainedapproved for listing on the NASDAQ.

Appears in 1 contract

Samples: Transaction Agreement (Jakks Pacific Inc)

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three (73) 90 calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than December 31, 2022 (the “Stockholder Meeting Deadline"), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively) (such affirmative approval being referred to herein as the "Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to March 31, 2023. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Appears in 1 contract

Samples: Securities Purchase Agreement (Crown Electrokinetics Corp.)

Stockholder Approval. On or prior (a) The Company covenants and agrees to ten use its best efforts to obtain as soon as possible, but in any event by the 90th day following the Initial Closing, the approval of its stockholders as required by the rules and regulations of the Nasdaq Stock Market applicable to the Company in order to issue the Shares and Second Warrants at the Second Closing and the Warrant Shares issuable upon exercise of the Second Warrants and to otherwise perform its respective obligations under the transactions contemplated by the Transaction Documents, including approving (10i) calendar days after the Closing Dateissuance of in excess of 19.99% of the shares of Common Stock outstanding on the date of this Agreement at a price less than the closing bid price of the Common Stock on the Trading Day immediately preceding the date of this Agreement and (ii) any potential change of control of the Company which may occur as a result of the transactions contemplated by the Transaction Documents (the “Stockholder Approval”). (b) In furtherance of the obligations of the Company under Section 4.11(a), the Company shall file use its best efforts to obtain Stockholder Approval in connection with this Section 4.11, and in pursuit thereof (i) by the SEC andInitial Closing, the Board of Directors of the Company shall adopt proper resolutions authorizing the actions set forth in Section 4.11(a) above, (ii) the Board of Directors of the Company shall recommend and the Company shall otherwise use its best efforts to promptly and duly obtain stockholder approval, including, without limitation, by filing any required proxy materials with NASDAQ and the Commission by the 20th day following the Initial Closing Date, by delivering proxy materials to its stockholders in furtherance thereof as soon as possible practicable thereafter, by soliciting proxies from its stockholders in connection therewith in the same manner as permitted under the applicable rules all other management proposals in such proxy statement and regulations promulgated by the SEC, provide each Stockholder having all management-appointed proxy-holders vote their proxies in favor of such proposals to carry out such resolutions (and hold a special meeting of the Company with an information statement complying with stockholders as soon as practicable, but in any event not later than the requirements 60th day after delivery of the 1934 Act proxy or other applicable materials relating to such meeting) and substantially (iii) within three Business Days of obtaining such stockholder approval, take all actions necessary to effectuate the actions set forth in Section 4.11(a) above. If the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP Company does not obtain Stockholder Approval at the expense of first meeting (the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below“First Meeting”). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled in addition to vote at satisfying clauses (i), (ii) and (iii) as contemplated above, call a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called its stockholders as promptly soon as reasonably practicable after the date hereof, but in no event later than seventy-three ninety (7390) calendar days after following the Closing Date (the "First Meeting to seek Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and Approval until the date such approval Stockholder Approval is obtained. The Company shall use its reasonable best efforts to hold the First Meeting as soon as possible, the "Stockholder Approval Date"), and but in any event the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause hold the Board of Directors of the Company to recommend First Meeting prior to the Stockholders that they approve ninetieth (90th) day after the Resolutionsdate of this Agreement. The Company shall parties understand and agree that no votes may be obligated to seek cast in respect of any Shares or Warrant Shares on any resolution to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedpursuant hereto.

Appears in 1 contract

Samples: Securities Purchase Agreement (Silverstar Holdings LTD)

Stockholder Approval. On Unless the NYSE informs the Company that the NYSE rules (including Rule 312.03 of the listed company rules) do not require (whether because the NYSE requirement has been satisfied by prior stockholder approvals, or prior to ten because of an exception, a waiver or otherwise) approval by the Company’s stockholders of the transactions that are the subject of the Investor Agreements (10) calendar including the Investor’s Subscription Agreement), within 20 days after the Closing Datedate of the Investor’s Subscription Agreement, the Company shall will file with the SEC anda preliminary proxy statement relating to a stockholders meeting at which the Company’s stockholders will be asked to approve the transactions that are the subject of the Investor Agreements. The Company will include in the proxy statement the recommendation of its Board of Directors that the Company’s stockholders vote to approve the transactions that are the subject of the Investor Agreements, as soon as possible as permitted under unless, and solely to the applicable rules and regulations promulgated by extent, the SECBoard determines, provide each Stockholder after consultation with counsel, that in the exercise of its fiduciary duties it should withdraw or modify that recommendation. A withdrawal or modification of the recommendation of the Board shall not affect the obligations of the Company with an information statement complying with to hold the requirements meeting of the 1934 Act Company’s stockholders contemplated by this Agreement. The Company will, to the extent it is not unreasonable for it to do so, resolve and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense comply with all comments of the Company informing such Stockholders staff of the actions taken SEC promptly, and cause the proxy statement to be filed in accordance with the Resolutions (as defined below) definitive form and of the Stockholder Approval (as defined below). In addition distributed to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called Company’s stockholders as promptly as practicable and in any event within five Business Days, after the date hereofCompany is informed by the staff of the SEC that they have no further comments with regard to the proxy statement, but in either by mail or by notice of internet access. The Company will cause the stockholders meeting to which the proxy statement relates and at which the Company’s stockholders will be asked to approve the transactions that are the subject of the Investor Agreements to be held as promptly as practicable and no event later more than seventy-three (73) calendar 40 days after the Closing Date (Company distributes the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable statement to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedstockholders.

Appears in 1 contract

Samples: Subscription Agreement (First Bancorp /Pr/)

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three 90 calendar days after the Closing), an information statement with respect thereto or (73y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 90 calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kxxxxx Xxxx & Zxxxx LLP Wxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for the approval of (x) the increase in the authorized Common Stock shares of the Company from 400,000,000 shares 50,000,000 to 1,000,000,000 shares (the "Capital Increase")150,000,000, (y) at such future date as the board of directors of the Company shall determine, a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") no less than 1:2, but up to 1:100 and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively) (such affirmative approval being referred to herein as the "Stockholder Approval" ”, and the date such approval Stockholder Approval is obtainedobtained and effective, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to 180th calendar quarter day after the Closing. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Appears in 1 contract

Samples: Securities Purchase Agreement (Addentax Group Corp.)

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three ninety (7390) calendar days after the Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the seventy-fifth (75th) calendar day after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Certificate of Designations or the Warrants, respectively) (such affirmative approval being referred to herein as the "Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to the sixtieth (60th) calendar quarter day following the failure to obtain Stockholder Approval at the Stockholder Meeting held on or prior to the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. Until the Company shall have obtained the Stockholder Approval (or, if earlier, such date as no Preferred Shares or Warrants remain outstanding), the Company shall not consummate any Subsequent Placement at a New Issuance Price (as defined in the Certificate of Designations) less than the Conversion Floor Price (as defined in the Certificate of Designations).

Appears in 1 contract

Samples: Securities Purchase Agreement (Aclarion, Inc.)

Stockholder Approval. On or prior to ten (10) calendar days As soon as practicable after the Closing Datedate on which the Company has issued the maximum number of shares of Common Stock under the Exchange Cap, but in any event no later than seventy-five (75) days thereafter, the Company shall file with hold a meeting of its stockholders to seek approval of a waiver of the SEC Exchange Cap and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SECif needed, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially increase in the form authorized number of shares of Common Stock to ensure that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at number of authorized shares is sufficient to meet the expense Required Reserve Amount (approval of all such proposals, the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined belowApproval”). In addition to the foregoing, if required by any governmental or regulatory agencyconnection with such meeting, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholder of the Company with a proxy statement in compliance with applicable SEC rules and regulations and shall use its best efforts to solicit the Stockholder Approval and to cause its board of directors to recommend to the Company’s stockholders that they approve such proposal(s). In the event the Company is prohibited from issuing shares of Common Stock pursuant to the conversion of the Notes due to the Exchange Cap Limitation, then, in lieu of issuing and delivering to each Buyer seeking to exchange or convert its Notes such number of shares of Common Stock that is determined to be unavailable for issuance upon the conversion or exercise of Notes (the "Stockholder Meeting"“Exchange Cap Excess Shares”), which the Company shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable pay cash to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at Buyer the Stockholder Meeting for approval sum of resolutions (the "Resolutions") providing for (x) the increase product of (A) such number of Exchange Cap Excess Shares and (B) the greatest Closing Sale Price (as defined in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (yNotes) a reverse stock split of the Common Stock at a rate on any Trading Day during the period commencing on the date the Buyer delivers the applicable Redemption Notice (as defined in the Notes) with respect to such Exchange Cap Shares to the Company and ending on the date of one such payment under this paragraph and (1y) share of Common Stock for each two hundred and fifty to the extent the Buyer purchases (250in an open market transaction or otherwise) shares of Common Stock outstanding (to deliver in satisfaction of a sale by the "Reverse Stock Split") Buyer of Exchange Cap Excess Shares, any brokerage commissions and (z) other out-of-pocket expenses, if any, of the Buyer incurred in connection therewith. For the avoidance of doubt, if the Company may, but shall be under no obligation to, request its stockholders to approve the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (Common Stock pursuant to this Agreement; provided, that if such affirmative approval being referred to herein as the "Stockholder Approval" and the date such stockholder approval is not obtained, the "Stockholder Approval Date"), Exchange Cap shall be applicable for all purposes of this Agreement and the Company shall use its reasonable best efforts to solicit its Stockholders' approval transactions contemplated hereby at all times during the term of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedthis Agreement (except as set forth in Section 4(z)(iv).

Appears in 1 contract

Samples: Securities Purchase Agreement (Expion360 Inc.)

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three the 90th calendar day after the Closing Date), an information statement with respect thereto or (73y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the 90th calendar days day after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Kxxxxx Xxxx & Zxxxx LLP Wxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on exercise set forth in the Warrants) (such affirmative approval being referred to herein as the "Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to the 180th calendar quarter day after the Closing Date. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Appears in 1 contract

Samples: Securities Purchase Agreement (Marker Therapeutics, Inc.)

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition , inform the stockholders of the Company of the receipt of the Stockholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the foregoingforty-fifth (45th) calendar day after the Closing Date (or, if required such filing is delayed by any governmental a court or regulatory agency, in no event later than 90 calendar days after the Company shall Closing), an information statement with respect thereto or (y) provide each Stockholder stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (the "Stockholder Meeting"), which shall be promptly called as promptly as practicable after the date hereof, but in no event and held not later than seventy-three (73) calendar days after the Closing Date December 15, 2024 (the "Stockholder Meeting Deadline"), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Preferred Shares or Warrants, respectively, and without giving effect to the limitation on the Conversion Floor Price (as defined in the Certificate of Designations) pursuant to Section 8(h) of the Certificate of Designation and/or the Exercise Floor Price (as defined in the Warrants) pursuant to Section 2(i) of the Warrants, as applicable) (such affirmative approval being referred to herein as the "Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter March 15, 2025. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. Until the Company shall have obtained the Stockholder Approval (or, if earlier, such date as no Preferred Shares or Warrants remain outstanding), the Company shall not consummate any Subsequent Placement at a New Issuance Price (as defined in the Certificate of Designations) less than the Conversion Floor Price (as defined in the Certificate of Designations).

Appears in 1 contract

Samples: Securities Purchase Agreement (Cero Therapeutics Holdings, Inc.)

Stockholder Approval. On or prior to ten (10) calendar days after If at any time following the Closing Date (the “Stockholder Approval Triggering Date”), the sum of (i) the number of Conversion Shares, Warrant Shares and Interest Shares (as defined in the Notes) previously issued by the Company, plus (ii) the remaining number of Conversion Shares into which the outstanding Notes are then convertible (without regard to any limitations on conversion), plus (iii) the remaining number of Warrant Shares into which the outstanding Warrants are then exercisable (without regard to any limitations on exercise), is greater than fifty percent (50%) of the Exchange Cap (as defined in the Notes), then upon the request of the holders of at least a majority of the Notes then outstanding, the Company shall solicit approval by the Company’s stockholders of the Company’s issuance of all of the Conversion Shares and Warrant Shares, as set forth in this Agreement, the Notes and the Warrants in accordance with the rules and regulations applicable to companies with securities listed on the Principal Market (such approval being referred to herein as “Stockholder Approval”), with the recommendation of the Board of Directors that such proposal be approved. The Company shall file with the SEC and, a preliminary version of the proxy statement to be provided by the Company to its stockholders in connection with soliciting Stockholder Approval as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereofpossible, but in no event later than seventy-three twenty (7320) calendar days after the Closing Stockholder Approval Triggering Date (the "Stockholder Meeting Deadline"“Proxy Statement Filing Due Date”), and each Purchaser, as well as one counsel selected by the holders of a majority of the aggregate principal amount of the Notes then outstanding, shall be entitled to review, prior to filing with the SEC, such proxy statement, which shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in a form reasonably acceptable order to make the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense statements therein, in light of the Companycircumstances under which they were made, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutionsnot misleading. The Company shall be obligated to seek to obtain hold a meeting of its stockholders as soon as possible but in no event later than sixty (60) days after the Stockholder Approval Triggering Date (the “Stockholder Meeting Deadline”). If the Company fails to file the proxy statement referred to above by the Proxy Statement Filing Due Date or fails to hold a meeting of its stockholders by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsthen, the Stockholder Approval is as partial relief (which remedy shall not obtained be exclusive of any other remedies available at the Stockholder Meetinglaw or in equity), the Company shall cause pay to each holder of Notes an additional amount in cash equal to the product of (i) the aggregate principal amount of all Notes held by such holder, multiplied by (ii).02 multiplied by (iii) the quotient of (x) the sum of (A) the number of days after the Proxy Statement Filing Due Date and prior to the date that the proxy statement referred to above is filed with the SEC and (B) the number of days after the Stockholder Meeting Deadline and prior to be held the date that a meeting of the Company’s stockholders is held, divided by (y) 30. The Company shall make the payments referred to in the immediately preceding sentence within five (5) days of the earlier of (I) the filing of the proxy statement or the holding of the meeting of the Company’s stockholders, the failure of which resulted in the requirement to make such payments, and (II) the last day of each calendar quarter thereafter 30-day period beginning on the Proxy Statement Filing Due date or the Stockholder Meeting Deadline, as the case may be. In the event the Company fails to make such payments in a timely manner, such payments shall bear interest at the rate of 2.0% per month (pro rated for partial months) until Stockholder Approval is obtainedpaid in full.

Appears in 1 contract

Samples: Securities Purchase Agreement (Medicor LTD)

Stockholder Approval. On or prior Subject to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined belowSection 4.1(b) and of the Stockholder Approval (as defined below). In addition to the foregoingSection 4.8 hereof, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but Paging Partners, Newco and BAP shall prepare and file with the SEC a preliminary form of the Paging Partners Proxy Statement, and other proxy materials related thereto, with respect to a meeting of Paging Partners stockholders to consider approval, in no event later than seventy-three a single vote (73) calendar days after unless the Closing Date SEC shall request or require otherwise), of the Merger, the issuance of the Paging Partners Common Stock pursuant to this Agreement and any other related transactions contemplated by this Agreement (collectively, the "Stockholder Meeting DeadlineRelated Transactions"), a proxy statementincluding without limitation, in a form reasonably acceptable (i) the approval, as of the Effective Time, of amendment of the Certificate of Incorporation of Paging Partners to be as set forth on Exhibit 4.18 hereto, (ii) the election, as of the Effective Time, of the persons set forth on Exhibit 4.19 hereto as members of the Board of Directors of Paging Partners to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at respective classes indicated therein, (iii) the expense approval, as of the CompanyEffective Time, soliciting each such Stockholder's affirmative vote at of the Stockholder Meeting for approval amendments of resolutions (the "Resolutions") providing for Paging Partners Option Plan to (x) increase the increase in the authorized number of shares of Paging Partners Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase")available for issuance thereunder, (y) 74 of 122 provide for the "rollover" of the BAP Options under the Paging Partners Option Plan in accordance with Section 4.25 hereof and (z) extend the period during which currently outstanding Paging Partners Options may be exercised after the termination of the directorships or employment or consulting arrangements of Paging Partners' directors, officers, employees and consultants to two years following the date of such termination, (iv) the approval of a reverse stock split of on terms sufficient for the Paging Partners Common Stock at a rate of one (1) share of Common Stock to continue to satisfy the requirements for each two hundred and fifty (250) shares of Common Stock outstanding quotation on the Nasdaq Small Cap Market (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause provided that the Board of Directors of Paging Partners shall have the Company discretion to recommend implement the Reverse Stock Split and to determine the terms and conditions thereof provided, however, that such terms and conditions are reasonably satisfactory to BAP, and (v) the approval of the transfer of all or substantially all the assets, subject to all of the liabilities, of Paging Partners to the Stockholders Surviving Corporation immediately following the Merger, provided, however, that they approve to the Resolutionsextent required by Finova, Paging Partners shall use commercially reasonable efforts to cause such transfer to occur immediately prior to or simultaneously with the closing of the Merger. As soon as reasonably practicable after the date hereof, Paging Partners, acting through its Board of Directors shall cause a special meeting of its stockholders to be duly called and shall give notice of, convene and hold such special meeting for the purposes of approving this Agreement and the Related Transactions that require the approval of Paging Partners' stockholders. Paging Partners shall, after consultation with BAP, respond promptly to any comments of the SEC relating to the preliminary Paging Partners Proxy Statement and shall cause the definitive Paging Partners Proxy Statement to be mailed to its stockholders as soon as practicable after any such comments are resolved to the satisfaction of the SEC or, if the SEC has indicated that it does not intend to review the Paging Partners Proxy Statement and the applicable period for review by the SEC shall have lapsed, as soon as practicable following the lapse of such review period. Whenever any event occurs that should be set forth in a supplement to the Paging Partners Proxy Statement or any other filing required to be made with the SEC, each party will promptly inform the other and cooperate in filing such supplement with the SEC and/or mailing such supplement to the stockholders of Paging Partners. The Company Paging Partners Proxy Statement and all supplements thereto shall comply with applicable law and shall be obligated in form and substance reasonably satisfactory to seek BAP. Paging Partners, acting through its Board of Directors, shall subject to obtain their fiduciary duties under applicable law as advised by counsel, include in the Stockholder Approval by Paging Partners Proxy Statement the Stockholder Meeting Deadline. If, despite unanimous recommendation of its Board of Directors that the Company's reasonable best effortsstockholders of Paging Partners vote in favor of the approval and adoption of this Agreement, the Stockholder Approval is not obtained at Merger and the Stockholder Meeting, the Company Related Transactions and shall cause an additional Stockholder Meeting use all reasonable efforts to be held each calendar quarter thereafter until Stockholder Approval is obtainedsecure such approval and adoption.

Appears in 1 contract

Samples: Merger Agreement (Paging Partners Corp)

Stockholder Approval. On or prior The Company covenants and agrees to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules solicit in its Proxy Statement and regulations promulgated by the SEC, provide each Stockholder Notice of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company Annual Meeting stockholder approval (the "Stockholder MeetingApproval") to authorize: (1) the issuance of shares of Common Stock upon conversion of the Preferred Shares, the exercise of the Warrant, the exercise of the warrant issued to the Company's placement agent (the "Placement Agent Warrant"), which shall be called the conversion of the Other Preferred Shares, and the exercise of the Other Warrants in connection with this Agreement and the Other Purchase Agreement, as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statementapplicable, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense excess of 19.99% of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval number of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding immediately prior to the date hereof (the "Reverse Stock SplitCap Amount") ), and (z2) an amendment to its Certificate increasing the number of authorized shares of Common Stock from 75,000,000 to 100,000,000 (the "Charter Amendment"). The number of shares of Common Stock equal to (i) the issuance Cap Amount minus (ii) the number of all shares of Common Stock issuable upon exercise of the Securities Placement Agent Warrant as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being Closing Date, is referred to herein as the "Stockholder Approval" Issuable Maximum". The Purchaser's and the date such approval Other Purchasers' pro rata portion of the Issuable Maximum based upon the number of shares of Common Stock issuable upon conversion or exercise of all Preferred Shares and the Warrant issued and sold at the Closing and upon conversion or exercise of all the Other Preferred Shares and the Other Warrants issued and sold at the closing under the Other Purchase Agreement is obtainedset forth on Schedule 3.16 hereto (as proportionately adjusted for stock splits, reverse stock splits and stock combinations, the "Stockholder Approval DatePro Rata Maximum"), and . The Company shall file its Preliminary Proxy Statement no later than five (5) days following the date that the Company has been advised by the Commission that the Form 10-K is no longer under review. The Company shall use its reasonable best efforts to solicit hold its Stockholders' approval 2003 Annual Stockholder's Meeting (the "Annual Meeting") no later than July 15, 2003 (the "Annual Meeting Date"); provided, however, that the Annual Meeting Date shall be extended in the event that the Commission provides comments to the Company's Preliminary Proxy Statement or other Commission Documents in connection with the Commission's review of the Preliminary Proxy Statement that causes a delay in soliciting the Stockholder Approval and holding the Annual Meeting by July 15, 2003. The Annual Meeting Date shall be extended for only such Resolutions and to cause the Board of Directors of time that is reasonably necessary for the Company to recommend obtain the approval of the Commission to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain proceed with soliciting the Stockholder Approval by and holding the Stockholder Meeting DeadlineAnnual Meeting, but in no event later than August 15, 2003. If, despite the Company's reasonable best efforts, the If Stockholder Approval is not obtained at with respect to subclause (1) of the first sentence above by August 15, 2003, the Purchaser and the Other Purchasers shall have the option to cause the Company to redeem Preferred Shares or Other Preferred Shares and a portion of the Warrant or the Other Warrants of such Purchaser or the Other Purchasers, as the case may be (referred to herein as such Purchaser's or the Other Purchasers' "Excess Redemption Securities"), that, as of the Closing, were convertible or exercisable into the number of shares of Common Stock that was in excess of such Purchaser's or the Other Purchasers' Pro Rata Maximum (such Purchaser's or the Other Purchasers' "Excess Conversion Shares"). The portion of the Warrant or the Other Warrants included in such Purchaser's or the Other Purchasers' Excess Redemption Securities represents 1/3 of such Purchaser's or the Other Purchasers' Excess Conversion Shares being redeemed. The redemption price for the Excess Redemption Securities for the Purchaser or any Other Purchaser shall be equal to the greater of (a) the Liquidation Preference Amount (as defined in the Certificate of Designation) of the Preferred Shares or Other Preferred Shares included in the Excess Redemption Securities for such Purchaser or the Other Purchasers plus accrued and unpaid dividends thereon and (b) the amount equal to the product of (i) the quotient of (A) the Liquidation Preference Amount of the Preferred Shares and the Other Preferred Shares included in the Excess Redemption Securities for such Purchaser or the Other Purchasers plus accrued and unpaid dividends thereon divided by (B) the Conversion Price (as defined in the Certificate of Designation) multiplied by (ii) the average of the closing price of the Common Stock for the ten (10) trading days immediately preceding the date of such redemption, and shall be payable upon surrender to the Company by the Purchaser or the Other Purchasers of the certificates, the Warrant or the Other Warrants representing the Purchaser's or the Other Purchasers' Excess Redemption Securities. The Purchaser shall not be entitled to cause the Company to redeem any of its Excess Redemption Securities under this Section 3.16 unless the Company shall have received written notice of the Purchaser's election to require such redemption within 30 days following the Annual Meeting. With respect to the Stockholder MeetingApproval required to be obtained to file the Charter Amendment pursuant to subclause (2) above, the Company shall cause an additional file the Charter Amendment within one business day of receipt of such Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedApproval.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Wave Systems Corp)

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Initial Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three ninety (7390) calendar days after the Initial Closing Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the sixtieth calendar day after the Initial Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000.00. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively) (such affirmative approval being referred to herein as the "Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to the one hundred and eightieth (180th) calendar quarter day after the Initial Closing Date. If, despite the Company’s reasonable best efforts, the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained, provided, that, if applicable, the Company’s obligation to hold additional Stockholder Meetings to obtain the Stockholder Approval shall terminate on the later of (x) Additional Closing Expiration Date, and (y) the date no Notes or Warrants remain outstanding.

Appears in 1 contract

Samples: Securities Purchase Agreement (Arcimoto Inc)

Stockholder Approval. On or prior Penthouse and other Company stockholders holding in excess of 50% of the outstanding shares of Company Common Stock have provided the Company with irrevocable and unconditional written approvals and consents to ten all of the Transactions, including, without limitation (i) the transactions contemplated by the GMI Stock Purchase Agreement, (ii) consummation of the iBill Acquisition, (iii) an amendment to the Certificate of Incorporation of the Company that, inter alia, shall increase the authorized Common Stock to 250.0 million shares of Common Stock, (iv) the sale and issuance of the 10% Notes, the Warrants, the Series E Preferred Stock, the Series F Senior Preferred Stock, the Series G Preferred Stock, and the other Warrant Shares, and (v) calendar days after all of the related transactions described herein (the “Stockholder Approval”). The term “Stockholder Approval” shall also include the filing and approval of a listing application for the additional shares of the Company’s Common Stock to be issued upon conversion of the 10% Notes, the Series E Preferred Stock, the Series F Senior Preferred Stock and the Series G Preferred Stock, in accordance with the rules of the AMEX. Such Stockholder Approval, in lieu of a special meeting of stockholders, are permissible under Delaware corporate law and pursuant to Section 705 and Section 712 of the rules and regulations of the AMEX. Following the Closing Date, the Company shall file with the SEC andwill, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (Securities Exchange Act of 1934, as defined below) and amended, file a Form 14C Information Statement with the SEC, describing the Transactions and, upon approval of such Information Statement, mail same to the Company stockholders. No further vote or approval is required of Company stockholders receiving such Information Statement. Accordingly, it is anticipated that the “Stockholder Approval” condition to the rights of holders of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency10% Notes, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of Series E Preferred Stock, the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Series F Senior Preferred Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (Series G Preferred Stock to convert such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date")Securities into Common Stock, and the Company shall use its reasonable best efforts rights of holders of Warrants and other warrants to solicit its Stockholders' approval of exercise such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall Securities will be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.on or before November 30,

Appears in 1 contract

Samples: Subscription Agreement (Care Concepts I Inc /Fl/)

Stockholder Approval. On or prior to ten (10i) Parent agrees that, promptly following Closing (and in any event within twenty (20) calendar days after the Closing Date, the Company of Closing) Parent shall file a proxy statement with the SEC andto call a special meeting of stockholders to approve a proposal (the “Authorization Proposal”) to increase the authorized capital stock of Parent in an amount at least sufficient to allow Parent to comply with its issuance obligations under Sections 4.4 and 4.5 of this Agreement (such approval, the “Stockholder Approval”). Parent shall use commercially reasonable efforts to hold such meeting as soon as possible as permitted under the applicable rules practicable after Closing (and regulations promulgated in any event within ninety (90) days of Closing); provided that Parent shall not be required to hold such meeting earlier than thirty-five (35) days after Parent has satisfied any SEC comments to such proxy statement (which Parent shall use commercially reasonable efforts to promptly satisfy). Parent agrees that any proxy statement filed by the SEC, provide each Stockholder of the Company with an information statement complying Parent with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance SEC with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition respect to the foregoing, if required by any governmental or regulatory agency, Authorization Proposal shall contain a recommendation from the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Parent Board of Directors of the Company to recommend to the Stockholders that they Parent’s stockholders approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, Authorization Proposal. (ii) If the Stockholder Approval is not obtained at the Stockholder Meetingspecial meeting called in accordance with Section 4.10.1(i), Parent shall to the Company shall cause an additional Stockholder Meeting extent any RSUs are still outstanding submit the Authorization Proposal on a twice per year basis beginning in 2017 at either the annual meeting of Parent’s stockholders or at a special meeting of Parent’s stockholders called to be held each calendar quarter thereafter consider the Authorization Proposal until the Stockholder Approval is obtainedobtained and the first such meeting shall be held no later than June 30, 2017. (iii) Upon the receipt of the Stockholder Approval, Parent agrees that it will, as promptly as practicable, but in any case within five (5) Business Days of such receipt, (A) file an amendment to its then current certificate of incorporation to reflect the increase in authorized share capital and (B) issue the applicable number of shares of Parent Common Stock to be paid over pursuant to any RSUs that have vested at such time (together with any dividends that have been declared and paid on the underlying Parent Common Stock during the period of time from the vesting date of the applicable RSUs to the date of issuance) in accordance with Section 4.4 or Section 4.5 of this Agreement. (iv) Parent agrees that it shall not seek the approval of its stockholders, or otherwise file an amendment to its certificate of incorporation, for an increase in the authorized capital stock of Parent prior to obtaining Stockholder Approval (unless such action is concurrent with obtaining Stockholder Approval for a sufficient increase in authorized capital stock of Parent so that it would also satisfy Parent’s obligations under Section 4.10.1(i) or (ii), as applicable).

Appears in 1 contract

Samples: Asset Purchase Agreement (BioScrip, Inc.)

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three ninety (7390) calendar days after the Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the ninetieth (90th) calendar day after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx Buyers and Xxxxxx Xxxx & Zxxxx LLP Xxxxxx LLP, at the expense of the Company, soliciting with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split approval of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Certificate of Designations or the Warrants, respectively) (such affirmative approval being referred to herein as the "Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to the one hundred and sixtieth (160th) calendar quarter day following the failure to obtain Stockholder Approval. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held every semi-annually thereafter until such Stockholder Approval is obtained. Until the Company shall have obtained the Stockholder Approval (or, if earlier, such date as no Preferred Shares remain outstanding), the Company shall not consummate any Subsequent Placement at a New Issuance Price (as defined in the Certificate of Designations) less than the Conversion Floor Price (as defined in the Certificate of Designations).

Appears in 1 contract

Samples: Securities Purchase Agreement (Onconetix, Inc.)

Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the The Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder hold a special meeting of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP stockholders (which may also be at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of stockholders) at the Company (the "Stockholder Meeting"), which shall be called as promptly as earliest practicable date after the date hereof, but in no event later than seventy-three one hundred (73100) calendar days after the Closing Date (for the "purpose of obtaining Stockholder Meeting Deadline")Approval, a proxy statement, in a form reasonably acceptable to with the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense recommendation of the Company’s Board of Directors that such proposal be approved, soliciting each such Stockholder's affirmative vote at and the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase Company shall solicit proxies from its stockholders in connection therewith in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. Within fifteen (15) days following the "Capital Increase"), (y) a reverse stock split filing of the Common Stock at Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, the Company shall file with the Commission a rate preliminary proxy statement to request for the purpose of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "obtaining Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of obtain such Resolutions and Stockholder Approval. In the event Stockholder Approval does not occur, the Company will be required to cause hold additional meetings at least one time every three (3) months until the Board of Directors earlier of the date Stockholder Approval is obtained or the Warrants are no longer outstanding, with printed and mailed proxy statements sent to shareholders for such meetings. Notwithstanding the foregoing, the Company to recommend to may, in lieu of holding a special meeting of stockholders as aforesaid, obtain the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain written consent of a majority of its stockholders covering the Stockholder Approval by so long as prior to sixty (60) days after the Closing Date, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Stockholder Meeting Deadline. If, despite Approval shall have been filed with the SEC and delivered to stockholders of the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Zoomcar Holdings, Inc.)

Stockholder Approval. On or prior The Board of Directors of Borrower, pursuant to ten a unanimous written consent adopted on February 1, 2008, has unanimously (10i) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules determined that it is advisable and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed best interests of Borrower and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense its stockholders to adopt an amendment to Borrower’s Certificate of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition Incorporation to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 100,000,000 shares to 1,000,000,000 750,000,000 shares (the "Capital Increase"“Charter Amendment”), and (yii) a reverse stock split recommended that the holders of the Borrower’s Common Stock at a rate of one (1) share of Common Stock affirmatively approve the Charter Amendment and directed that such matter be submitted, if required, to Borrower’s stockholders for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market approval (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"). Lender hereby agrees to approve by written consent the Charter Amendment as Borrower’s majority stockholder in accordance with the Delaware General Corporation Law. As soon as practicable, and but no later than 30 days after the Company initial Funding Date, Borrower shall use its reasonable best efforts to solicit its Stockholders' file with the SEC an information statement informing the remaining stockholders of Borrower of such approval of such Resolutions and the Charter Amendment in accordance with Schedule 14C under the Exchange Act (the “Information Statement”). The Stockholder Approval shall be deemed given after 20 days has elapsed following the date that Borrower mails the Information Statement to cause stockholders pursuant to Regulation 14C under the Board of Directors Exchange Act. Within two (2) business days after stockholder approval of the Company matters set forth in the Information Statement is effective, Borrower will send written notification to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Lender of such Stockholder Approval by and that Lender may exercise its conversion and purchase rights in accordance with the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedNote and Warrant.

Appears in 1 contract

Samples: Credit Agreement (E-Wilson, LLC)

Stockholder Approval. On or prior to ten The Company shall either (10x) calendar days after the Closing Date, if the Company shall file with have obtained the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and Sxxxxxx Rxxx & Zxxxx LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below“Stockholder Consent”) and of to obtain the Stockholder Approval (as defined below). In addition to , inform the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders stockholders of the Company (of the "receipt of the Stockholder Meeting")Consent by preparing and filing with the SEC, which shall be called as promptly as practicable after the date hereof, but prior to the seventy-fifth (75th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than seventy-three ninetieth (7390th) calendar days after the Closing Date Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the "“Stockholder Meeting”), which shall be promptly called and held not later than October 16, 2023 (the “Stockholder Meeting Deadline"), a proxy statement, in each case, in a form reasonably acceptable to the Investors after review by Sxxxxxx Rxxx & Zxxxx LLP Buyers, at the expense of the Company. The proxy statement, soliciting if any, shall solicit each such Stockholder's of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions") providing for the approval of (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (zi) the issuance of all of the Securities as described in compliance with the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Transaction Documents in accordance Notes or Warrants, respectively) and (ii) a reverse split of the Company’s Common Stock at a ratio sufficient for the Company to regain compliance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" ”, and the date such approval Stockholder Approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' stockholders’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to November 30, 2023. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.

Appears in 1 contract

Samples: Purchase Agreement (Greenwave Technology Solutions, Inc.)